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1Annual Report 2015-16

Corporate Overview

The World of Rane 02

Highlights 04

Message from the Executive Chairman 06

Session with the Vice Chairman 08

Corporate Information 10

Business Overview 12

Management Reports

Management Discussion and Analysis 18

Report of the Directors 28

Corporate Governance Report 41

Financial Statements

Standalone Financial Statements 64

Consolidated Financial Statements 93

Contents

Caution regarding forward-looking statements

In this annual report, we have disclosed some forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘project’, ‘intend’, ‘plan’, ‘believe’ and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Dream... a world-class enterprise

Design... transport solutions for tomorrow

Deliver... sustained accelerated value

In our Dream of becoming a world-class enterprise, we take cognizance of the paradigm shift and will continue to channelize our energies to create transport solutions for the new and dynamic world of mobility.

“A dream doesn’t become reality through magic; it takes sweat, determination and hard work.” This quote by the American General, Colin Powell, aptly reflects the grit and resolve adopted by the Company. Hence, the third and the most important element of our Vision 2020 theme – Deliver. If we don’t Deliver, then nothing matters. Delivering consistently enhanced value to each and every stakeholder is no longer a luxury but an imperative for our success.

It all begins with a dream. We dream, we achieve, we succeed. Rane Group has followed this simple philosophy in its journey so far. Earlier, it was our dream to focus on operational excellence via TQM. Over the past decade, Rane group pursued this dream relentlessly and succeeded. The various Deming Prizes, awards from various OEMs and national and international associations is a testimony to the success of the Group’s TQM journey.

Rane Holdings Limited | Annual Report 2015-16

2

The World of RaneRane Holdings Limited (RHL), through its group companies, is engaged in manufacturing, supplying and marketing of automotive components for the transportation industry for about eight decades. We also provide consultancy and other services to our group companies. We cater to all sections of automobile industry viz., - passenger car, light commercial vehicle, medium and heavy commercial vehicle, two-wheeler, three-wheeler, multi-utility vehicle and farm tractor. We also focus on non-automotive portfolio in aerospace and defence. We operate through 24 strategically located plants across India and USA. We maintain our operational excellence through total quality management (TQM), which is reflected in three Deming Grand Prizes and four Deming Prizes bestowed upon our group companies.

Provide superior products and services to our customers and maintain market leadership

Evolve as an institution that serves the best interests of all stakeholders

Pursue excellence through total quality management

Ensure the highest standards of ethics and integrity in all our actions

Our Vision

Our Mission

To maintain market leadership and achieve sales of ` 5,500 crores by 2018-19

Global Presence

Our Corporate Structure

Rane (Madras) Ltd. (56.3%)- Rane (Madras) International Holdings,

B.V., The Netherlands (100%) Rane Precision Die Casting Inc.,

USA (100%)

Rane Engine Valve Ltd. (51.1%)

Rane Brake Lining Ltd. (46.1%)

Rane Holdings America Inc., USA (100%)

Rane TRW Steering Systems Private Ltd. (50%)

Rane NSK Steering Systems Private Ltd. (49%)

JMA Rane Marketing Ltd. (49%)

SasMos HET Technologies Ltd. (45.2%)

Subsidiaries Joint Ventures Associate

Rane Holdings Limited


3

Key Customers

Our Product Portfolio

Revenue Mix by Product Category (FY16)

International Sales Mix by Geography (FY16)

Steering and Suspension Systems

Friction Material Components

Valve Train Components

Occupant Safety Systems

Aluminium Diecast Components

Aerospace-grade Wiring Harness

North America

South America

Europe

Asia Pacific

Middle East

Africa

Company Products

Rane (Madras) Limited Steering Gear Products, Suspension and Steering Linkage Products, Die Casting Products

Rane Engine Valve Limited Engine Valve, Valve Guides and Tappets

Rane Brake Lining Limited Brake Linings, Disc Pads, Clutch Facings

Rane Holdings America Business Development services in North American region for Rane Group companies

Rane TRW Steering Systems Private Limited Hydraulic Steering Gear, Hydraulic Pump, Seat Belt and Air Bag

Rane NSK Steering Systems Private Limited Manual Steering Column and Electric Power Steering

JMA Rane Marketing Limited Automotive component trading company with a pan-India dealer network

Rane Precision Die Casting Inc., USA Die Casting Products

SasMos HET Technologies Limited Design, prototyping and manufacture of customized electronic solutions for defence and aerospace applications

2%4%7%

12%

14%61%

2%

Revenue by Markets (FY16)

Revenue by VehicleSegment (India OEM)

India - OEM

International OEM

India - Aftermarket

International - Aftermarket

Passenger Vehicle

Commercial Vehicle

Tractor

2-Wheeler/3-Wheeler

Others

70%

2%14%

14%

62%

3%7%

25%

3%

49%

4%8%

13%

12%

14%


4

Financial HighlightsRane Holdings Limited-Standalone

Rane Holdings Limited-Standalone

` in Crore

` in Crore

Business Highlights

Balance Sheet Highlights*

Rane (Madras) Limited (RML) acquired the US-based Precision Die Casting Inc., a high pressure aluminium die casting company

RML successfully commissioned its second die casting plant in Hyderabad. Product supplies for customers in the US and Europe region commenced

Rane Engine Valve Limited (REVL) consolidated the Peenya plant (Bengaluru) with the Hirehalli plant (Tumakuru) to achieve better cost efficiencies

REVL has developed valves for Euro 6 application and CNG application requirements for European and Indian customers

Rane TRW Steering Systems Private Limited (RTSS) commissioned a solar power plant of 1.14 MW at Arupukottai Taluk in Tamilnadu which helped to save the power cost by 15% in the FIG & Valve Plants of Steering Gear Division

Particulars FY16 FY15 FY14 FY13 FY12 FY11 FY10 FY09 FY08 FY07

Total Income 75.85 59.94 53.50 57.73 63.91 48.42 45.14 34.97 42.13 32.26

Earnings Before Interest, Tax, Depreciation & Amortisation

46.29 33.99 29.16 34.49 41.05 28.29 30.08 21.04 25.71 19.43

Profit Before Tax (PBT) 42.90 32.68 27.95 32.53 38.11 43.14 27.39 18.29 22.86 18.81

Profit After Tax (PAT) 35.65 25.92 21.73 25.95 34.25 40.03 25.13 16.30 20.90 16.87

Return on Capital Employed (RoCE) %

14.70 11.81 10.60 12.97 15.89 11.25 13.12 10.04 15.61 20.00

Return on Net Worth (RoNW) % 12.17 9.38 8.24 10.32 14.54 18.54 12.86 9.05 14.76 18.82

Earnings per share (`) 24.97 18.16 15.22 18.17 23.99 28.04 17.60 11.41 14.56 20.19

Dividend (%) 100 75 65 80 100 125 80 40 60 75

Book Value per share (`) 212.14 198.25 188.75 180.81 171.50 158.35 144.04 129.78 122.37 110.89

Particulars FY16 FY15 FY14 FY13 FY12 FY11

Equity Share Capital 14.28 14.28 14.28 14.28 14.28 14.28

Shareholders' Fund 302.90 283.06 269.49 258.16 244.87 226.09

Non-current Liabilities 22.40 0.64 0.84 2.65 4.11 14.58

Current Liabilities 12.23 18.47 16.93 14.25 22.06 23.82

Non-current Assets 320.74 280.92 273.17 267.38 264.33 249.36

Current Assets 16.79 21.25 14.09 7.68 6.71 15.13

*Pertains to revised schedule VI under Companies Act, 1956 / Schedule III of Companies Act, 2013, applicable years only.


5

Awards

Key Performance IndicatorsGroup Aggregate, (Except for Earnings per Share)

Revenue (` in Crore)

2,719

FY12

2,990

FY13

2,962

FY14

3,222

3,610

FY15 FY16

Rane Brake Lining Limited (RBL) received

(a) Gold awards for Quality and Innovation by ACMA

(b) Gold certificate at India Manufacturing Excellence Award conducted by the Economic Times in partnership with Frost & Sullivan (F&S)

(c) Award for Energy Excellence from CII for best energy efficient unit

Rane (Madras) Limited (RML) received

(a) R&D award from Maruti Suzuki

(b) ‘Design to Cost’ award from Renault Nissan and ‘Quality Achievement’ award from Polaris

Rane NSK Steering Systems Private Limited (RNSS) received the Award for ‘Outstanding Contribution to Overall Cost Excellence’ from Volvo Eicher Commercial Vehicles Ltd.

Recognition of ‘Long association with Tata Motors for 25 years’ for the RTSS Steering Gear Division and its Occupant Safety Division received M&M ‘MSES rank B’ award in recognition of manufacturing system and other processes

FY12 FY13 FY14 FY15 FY16FY12 FY13 FY14 FY15 FY16

PBT (` in Crore) PAT (` in Crore)

178

100

50

157146

127

75

47

113105

EPS (in `)

50 50

FY12

27

FY13

30

FY14 FY15 FY16

46 596

FY12

637

FY13

658

FY14

725

FY15 FY16

784

EBITDA (` in Crore) Net Worth (` in Crore)

292 301

FY12

253

FY13

270

FY14 FY15 FY16

329


6

Message from the Executive Chairman

We, too, must relook at our existing ways of working and change to meet the demands of the new world which will see a play of new technologies in the connected auto era.


7

Dear Shareholders,India was the toast of the world given its eminent status as the fastest growing economy of the world for FY16. Macro-economic factors helped this growth story. Softening oil prices, easing interest rates, rising FDI and strong domestic demand led to the management of deficits and the overall Indian growth. Various global agencies like IMF are confident that India will continue to see similar growth momentum for the next year.

The need of the hour is to give a strong impetus to infrastructure projects including roads, irrigation, power, mining, etc. and ensure that any contentious issues around these projects are quickly and permanently resolved. Beyond this, if we aspire to see a prosperous and thriving India, it is imperative to look at fundamental reforms in education, health, labour and social sector now. The governments at the centre and states have to work in harmony for national prosperity. Only then can we take the development and the consequent wealth to the rural areas and have a balanced growth across the national.

I know to make this dream a reality certainly requires a different approach. We need to break from the shackles of the past and get new thinking in the country. And such thinking has to be transferred into each and every sector of the economy, including the auto component segment. We, too, must relook at our existing ways of working and change to meet the demands of the new world which will see a play of new technologies in the connected auto era.

At Rane, we have already kick-started the change process. With the Vision 2020, we will endeavour to create new profitable spaces as we adopt our new philosophy - Dream, Design and Deliver. Our recent US acquisition is a step in this thinking where we had dreamt of being global not just by exporting but also manufacturing outside of India, designed a plan and delivered with this transaction.

Any new thinking has to be on the foundation of core values. For us at Rane, governance is a way of life and part of our DNA. Even as regulations are now mandating the broader outline of corporate reporting that calibrates and measures the level of corporate governance, the spirit of governance are embodied in the way we approach business and conduct ourselves every single day.

On behalf of the Board of Directors of Rane Holdings and its group companies, I thank our stakeholders – Customers, Employees, Partners, Vendors, Investors, Governments and Communities – for their continued support and patronage.

Yours Sincerely,

L LakshmanExecutive Chairman


8

Session with the Vice Chairman

L Ganesh, Vice Chairman


9

On performance of the Indian Automobile Sector in the FY16After a solid performance in FY15 led by the two/three wheelers segment, FY16 saw a sober growth of 2.3% for the automobile segment. It is heartening to note that categories which are a reflection of the economic activities - the Medium and Heavy Commercial Vehicles (M& HCV) and Light Commercial Vehicles (LCV) were on a growth path. The M& HCVs production grew at a healthy clip of 27% in FY16 as against 21% for FY15. LCVs, which had de-grown last year, was on the positive side of growth in the FY16 clocking 10% against a negative 4% in FY15. An overall improvement in the economy coupled with pre-buying of the commercial vehicles due to a possible upward revision of cost as the BS-IV emission norms sets in by April 2017 led to the growth curve. Passenger vehicle production grew at 6% and reflected sustained consumer confidence in the market and the economy. New models, softening oil prices which put more disposable income in the hands of people and an accommodating interest regime supported this growth. Farm Tractors production declined 7% in FY16 marking second consecutive year of decline. Further, a lacklustre growth in the two/three wheelers segment did impact the overall growth of the industry.

On performance of the Indian Automotive Component Sector during FY16As we depend on the automobile segment, the growth is usually in line with the industry growth. According to estimates, the auto component sector grew in the range of 3 to 5% in FY16. However, I am confident that over the medium to long term, this sector will outgrow the automobile segment as multiple factors come into play. This would be led by more International sales from and outside of India.

On Rane’s performance in FY16We have had a reasonably good year in 2015-16 with an aggregate Group Net Sales growth of 11.6% to ` 3,260 crore in FY16 from ` 2,921 crore in the previous year. Sustained cost savings initiatives, manufacturing process improvements and consolidation of plants helped aggregate EBITDA to grow by 9.1% to reach ̀ 329 crore in FY16 from ` 301 crore in FY15. The profit before tax and exceptional item increased by 15.8% to ` 133 crore in FY16 from ` 115 crores in FY15. We invested ` 212 crore in FY16 for various expansion and improvement activities.

On Company’s outlook for FY17With the Indian economy firmly on a growth path, I am confident of the future of the auto component industry and that of Rane’s. India has a low penetration of passenger cars, two wheelers, commercial vehicles including public transport and this will ensure the growth of the auto industry and its ancillary segments. And we are ready to tap this increasing opportunity. At Rane, we have built capacity and capability in all aspects of the manufacturing process and can now compete with the best in the world. With these inherent advantages coupled with our proven track-record in the domestic and global markets and a well-planned future, we will continue to perform well and reward all stakeholders.


10

Corporate InformationBoard of Directors

Mr. L GaneshVice Chairman

Mr. L Lakshman Executive Chairman

Dr. (Ms.) Sheela BhideIndependent Director

Mr. Shujaat KhanIndependent Director

Mr. Anjanikumar ChoudhariIndependent Director

Dr. V SumantranIndependent Director

Mr. Harish LakshmanNon-Independent Director

1 2 3

4 5 6 7

1

2

3

4

5

6

7


11

Board Committees

Audit CommitteeMr. Anjanikumar Choudhari, ChairmanMr. L GaneshMr. Shujaat Khan Mr. Anil Kumar Nehru (upto May 27, 2016)

Stakeholders’ Relationship CommitteeMr. Harish Lakshman, ChairmanMr. L GaneshDr. (Ms.) Sheela BhideMr. Anil Kumar Nehru (upto May 27, 2016)

Nomination & Remuneration CommitteeMr. Anjanikumar Choudhari, ChairmanMr. Anil Kumar Nehru (upto May 27, 2016)Dr. V SumantranMr. Harish Lakshman

Corporate Social Responsibility CommitteeMr. L Lakshman, ChairmanMr. L GaneshMr. Anjanikumar Choudhari

Management

President- Corporate ServicesMr. R Venkatanarayanan

Executive Vice President - Secretarial & Legaland SecretaryMr. Siva Chandrasekaran

Executive Vice President - Business DevelopmentMr. Chandran Krishnan

General Manager - Finance & CFOMr. J Ananth

Exchange ListingsBSE Limited, MumbaiNational Stock Exchange of India Limited, Mumbai

Statutory AuditorsDeloitte Haskins & Sells, Chartered Accountants‘ASV N Ramana Towers’, 7th Floor, Old No. 37; New No. 52, Venkatanarayana Road, T Nagar, Chennai - 600017.

Secretarial AuditorS. Krishnamurthy & Co.,Practising Company Secretaries“Sreshtam” Old No.17, New No.16Pattammal Street, Mandaveli, Chennai - 600 028.

BankersHDFC Bank Limited, Chennai - 600004YES Bank Limited, Chennai - 600034Citibank N A, Chennai - 600002Indian Bank, Chennai – 600006

Registered Office‘Maithri’ 132, Cathedral Road, Chennai - 600086Phone: +91 44 2811 2472Fax : +91 44 2811 2449Email: [email protected]: www.rane.co.in

Registrar and Share Transfer AgentsIntegrated Enterprises (India) LimitedII Floor, ‘Kences Towers’, No. 1 Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600017.Ph: +91 44 28140801-03Fax: + 91 44 2814249E-mail: [email protected]


12


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DREAM... a world-class enterprise

Operational Excellence… at Rane Holdings, we set a goal to achieve operational excellence throughout our group companies. We adopted a group wide TQM philosophy and implemented it relentlessly. Over the years, the group companies were awarded with various Deming Awards showcasing their success in TQM journey.

After accomplishing operational excellence, we are focusing on another dream and are ready for another long, arduous yet gratifying journey... becoming a World-Class Enterprise.

With strong foundations of Operational Excellence, the Company envisions to set new benchmark for Business Excellence by 2020. This program will unite our employees, our customers and our suppliers by engaging them in a common set of goals and achieve a pace of change to outperform competition and differentiate the Company in the marketplace. The dream of becoming a world-class enterprise on the pillar of business excellence will help the Company to accelerate growth by finding new opportunities, in the auto and non-auto space and build a significant business even from outside India. Also, it goes beyond just exporting from India and strengthens our dream of manufacturing outside of India. Near-sourcing is fast becoming the mantra for auto behemoths and we dream to be close to the customers and work with them jointly and create best in line products not only for them but which are benchmarks for the industry.

We have a dream and are ready to achieve it.


14


15

Times are changing... and changing fast, especially in the automobile industry. The industry is at a tipping point and the future will bring changes like never seen before. Traditional technology companies like Google and Apple are making a foray into the auto segment. Electric car startups are challenging the giants of the traditional auto industry. The fast reducing cost of battery is making mass electric car a reality within the reach of the average car buyers. The concept of car ownership is witnessing a massive upheaval as the new ‘sharing economy’ catches up. Sustainable mobility is finding a new voice, riding on the back of climate change and global warming. Governments at each level, city, state and nation, are seeking solutions to make their citizen’s life healthy.

Connectedness and sustainability are becoming the new norm. This may sound a threat to many players in the auto segments; and could bring untold opportunities for the others. Will self-drive cars make steering wheels redundant? Will brake pads have sensors and talk to the safety features in a connected car... the possibilities are endless. It is not the fittest who will survive the wave of change but the most adaptable. It is now in our DNA to adapt and prosper. We have done it before and will continue to do it.

In our Dream of becoming a world-class enterprise, we take cognizance of the paradigm shift and will continue to channelize our energies to create transport solutions for the new and dynamic world of mobility.

DESIGN... transport solutions for tomorrow


16


17

“A dream doesn’t become reality through magic; it takes sweat, determination and hard work.” This quote by the American General, Colin Powell, reflects the grit and resolve adopted by the Company. Hence, the third and the most important element of our Vision 2020 theme – Deliver. If we don’t Deliver, then nothing matters. Delivering consistently accelerated value to each and every stakeholder is no longer a luxury but an imperative for our success.

Our employees recognize the years of hard work put in by the Leadership and HR team to build a culture, where meritocracy is revered and engaging with employees a part of the culture. For our customers, we continue to work together and offer innovative and best in class products. We actively engage with our communities and work to understand and alleviate the development needs of the special children and attempt to mainstream people with hearing and speech disability. Finally for the shareholders, where we hold sacred that all we do is to ensure that we increase their wealth consistently.

DELIVER... sustained accelerated value


18

Economy and Industry

Management Discussion & Analysis

Source: Central Statistical Office

India GDP Growth, %

FY13 FY14 FY15 FY16

5.60%

6.60%7.20%

7.60%

2015 saw the continued dominance of the emerging markets and developing economies as the global growth engines, which accounted for a lion’s share of the global growth. According to International Monetary Fund (IMF) estimates, the global economy grew by 3.1% in 2015, lower than the growth of 3.4% in 2014. Even as developed economies saw a modest growth, emerging markets and developing economies that account for over 70% of global growth, continued to decline for the fifth consecutive year.

India remained the ‘bright spot’ in an otherwise muted global growth story. Estimates from the Central Statistics Office (CSO) suggest that the Indian economy would grow by 7.6% in FY16 as compared to 7.2% in FY15. The growth engines in India have been led by the sharp rise in manufacturing at 9.5% for FY16. Lower oil prices helped the government to prune its subsidy bill, further bolstering the India story.


19

Indian Automobile Industry Even as the Indian economy grew at a stellar 7.6%, the Indian auto industry could not replicate it. In volume terms, it has grown by 2.3% in FY16 as compared to 7.9% in FY15. The key segments in terms of value - Passenger Vehicles (PV) and Commercial Vehicles (CV) - posted positive growth.

During FY16, passenger vehicle and commercial vehicle production grew by 6% and 12% respectively. M&HCV segment recorded an impressive growth of 27% in production volumes, primarily led by replacement demand and growth in mining & infrastructure sector.

Production volume of two-wheelers recorded muted growth of 2%, while three-wheelers declined by 2% during the year.

Industry Segment (Production figures) Growth in % (YoY change)

Vehicles 2015-16 2014-15

Passenger Cars 4% 4%

Utility Vehicles 14% 10%

Vans 6% -12%

Passenger Vehicles 6% 4%

Medium & Heavy Commercial Vehicles 27% 21%

Light Commercial Vehicles 10% -4%

Small Commercial Vehicles -10% -20%

Commercial Vehicles 12% -

3-Wheelers -2% 14%

2-Wheelers 2% 10%

Farm Tractors -7% -13%

Total 2% 8%

Source: SIAM

Domestic Sales: The passenger vehicles segment continued its 2nd year of sustained growth, posting a 7.2% in the fiscal up from 3.9% in FY15. However, it was the commercial vehicle segment which finally cleared the dark clouds with a positive growth rate of 11.5% in FY16 as against negative growth rates in the previous years.

However, in Exports, there has been a steep fall with the segment growing at a meagre 2% on the back of the weakened global story, in sharp contrast to FY15 which witnessed Exports surging at 15%.

Indian auto component industry After improved showing by vehicle industry, auto component industry has been witnessing growth for now two consecutive years. The industry had reported 11% growth in FY15 and estimated to have grown at 8% in FY16. According to the rating agency, ICRA, the sector could continue this momentum and register a growth of 8-10% in the coming financial year.

Rane Holdings Limited (RHL)The Company is the holding company of the group. It has strategic investments in four subsidiary companies, three joint venture companies and one associate company. RHL earns its revenues in the form of dividend, license fees against use of the Rane trademark and service fees for offering management services to the group companies.

Operational Highlights - The group companies recalibrated their respective plans

in line with Vision 2020.

- Across the Companies, initiatives focussed on achieving business excellence commenced.

- The group companies were honoured with multiple awards from top OEMs including Maruti Suzuki, Renault Nissan, Tata Motors, etc.

- Various steps were taken for cost rationalization, such aslo calization, value engineering, yield improvement projects and other strategic saving initiatives

- Created a new milestone with the acquisition of an aluminum die casting production facility in North America. It is the maiden acquisition for the group outside of the country.

Standalone Financial Highlights Revenue increased by 26.5% to ` 75.85 crore in FY16 from

` 59.94 crore in FY15

EBITDA increased by 36.2% to ` 46.29 crore in FY16 from ` 33.99 crore in FY15

PAT increased by 37.5% to ` 35.65 crore in FY16 from ` 25.92 crore in FY15

Consolidated Financial Highlights Revenue increased by 8.9% to ` 2,431.30 crore in FY16

from ` 2,233.30 crore in FY15


PAT declined by 7.6% to ` 65.54 crore in FY16 from ` 70.94 crore in FY15

OutlookThe Company stated its 2020 objectives to deliver profitable growth by all group companies. Under the theme of “Dream, Desire and Deliver”, our efforts are focused on two broad themes – First, Accelerate Growth through new product introductions, ‘Going Global’ to drive overseas share of business to 25% from the current level of 16%, expand non-auto share of business to 10% from the current level of 3%. Second, Efficient capital management by improving operational efficiency, prioritizing products with higher ROCE and optimising Capex.


20

Rane (Madras) Limited (RML)RML manufactures steering & suspension linkage products (SSLP), steering gear products (SGP) and high precision aluminium die casting products. With best in class manufacturing facilities across India, RML is a key Original Equipment (OE) supplier to Indian and International Auto majors, including Tata Motors, Ashok Leyland, Mahindra & Mahindra, Renault Nissan, Maruti Suzuki, TAFE, ZFTRW, John Deere, Polaris, etc.

Manufacturing Locations

Location Products Customer Segments

Varanavasi (Chennai)

SSLP, SGP Passenger car, utility vehicle mainly caters to exports market and commercial vehicle for domestic market

Mysore SSLP, SGP & Hydraulic Products

Tractor, Passenger car segments, and hydraulic products

Puducherry SSLP, SGP Passenger car segment

Pantnagar (Uttarakhand)

SSLP, SGP Tractors and small commercial vehicles catering to customers in North India

Bollaram (Hyderabad) Die casting

Products

Passenger car segment, medium and heavy commercial vehicle mainly caters to exports market

Sadashivpet (Hyderabad)

Operational Highlights

- To expand its global presence, RML acquired the US-based Precision Die Casting Inc, a high pressure aluminium die casting company.

- Given the softening oil prices, there has been a trend in the US for SUVs over passenger cars. RML is in the process of recalibrating its business and product mix for the US market.

- RML has continued to win significant steering gear business, both in domestic as well as in overseas markets. It has also increased its linkages business to Europe.

- RML successfully commissioned its second die casting plant in Hyderabad. Products earmarked for customers in the US and European region have started.

- RML has secured its first Die Casting program from Europe.

- There is a growing acceptance for RML’s Die Cast products as it bagged orders from several Tier 1 customers.

- While the year was challenging in the After Market segment, RML’s decision to introduce several new products helped it grow at a healthy clip.

- To improve process efficiencies, RML continued to engage in various lean productivity, productivity improvement and cost reduction projects.

- RML’s continuing pursuit of business excellence helped it win prestigious awards from its customers, including the R&D award from Maruti Suzuki, ‘Design to Cost’ award from Renault Nissan and ‘Quality Achievement’ award from Polaris.

Financial HighlightsStandalone Financial Highlights

- Net Sales increased by 9.8% to ` 829.37 crore in FY16 from ` 755.32 crore in FY15

- EBITDA increased by 14.4% to ` 79.69 crore in FY16 from ` 69.67 crore in FY15

- PAT increased by 13.2% to ` 14.09 crore in FY16 from ` 12.44 crore in FY15

Consolidated Financial Highlights

- Net Sales was ` 856.79 crore in FY16.

- EBITDA was ` 80.08 crore in FY16.

- PAT was ` 12.67 crore in FY16.

Outlook

Key factors like a normal monsoon forecast, the government’s focus on building infrastructure and continued softening of oil prices are expected to help India post top line growth numbers, as compared to the rest of the global economies. An expected boost in CV and passenger car segment will benefit RML. RML continues to focus on new business from the Passenger car and Hydraulics segments. RML will continue its journey of globalization as it expands its die casting, steering gears and ball joints products portfolio in the European and American markets. The spotlight on the Indian replacement market will continue to offset the uncertainty of the domestic OE business.


21

Rane Engine Valve Limited (REVL) REVL manufactures engine valves, guides and tappets for automotive and non-automotive applications and is a key supplier for passenger vehicles, commercial vehicles, two/three wheelers, farm tractors, stationary engines and locomotive/marine engines. A clear market leader in India, REVL supplies its world class products to leading brands including BMW, Renault Nissan, Audi, Skoda, Volkswagen, Deutz, Yamaha, Volvo, Daimler, Ashok Leyland, Hyundai, Mahindra, John Deere, Tata Motors, TVS Motors, Electromotive Diesel, Cummins etc. across the globe.


Location Products

Ponneri (Chennai) Engine Valves, Guides & Tappets

Medchal (Hyderabad) Engine Valves

Aziz Nagar (Hyderabad) Engine Valves

Trichy Engine Valves

Hirehalli (Tumakuru) Medium & Large Engine Valves

Operational Highlights- To achieve higher cost efficiencies, REVL consolidated

the Peenya plant (Bengaluru) with the Hirehalli plant (Tumakuru).

- REVL continued its cost reduction initiatives with a focus on long term productivity improvements.

- With a sharp focus on R&D, REVL continues to be on the cutting edge of power train R&D. REVL has developed valves for Euro 6 and CNG application requirements for European and Indian customers.

- REVL ramped up supplies of engine valves to major European OEM during the year.

- Customer line rejection levels were 4 parts per million.

- REVL continues its philosophy of building world class quality and environment management systems. It received accreditations / awards including -

All Plants have undergone surveillance audit for ISO/TS 16949: 2009.

All the Plants have undergone surveillance audit for ISO 14001:2004.

Customer award from Renault Nissan

Financial Highlights- Net Sales dropped by 11.6% to ` 342.44 crore in FY16 from

` 387.57 crore in FY15 due to decline in domestic sales by 8.5% and exports by 18.9%

- EBITDA declined by 80.4% to ` 6.61 crore in FY16 from ` 33.72 crore in FY15

- Loss for the year was ` 12.54 crore as compared to profit of ` 23.48 crore in the previous year

Outlook

FY16 saw a lower off-take from key served customers / market segments. REVL is hopeful that the current fiscal will see improvement in demand from its Indian and overseas customers. Further, the newer emission norms and regulatory requirements will require design and development of new valve technologies combined high performance materials and special surface coating. REVL is well positioned to provide pro-active solutions to customers. It has plans to enhance its manufacturing capabilities to provide new generation engine valves and also increase the range of its large engine valve portfolio.

Rane Brake Lining Limited (RBL)RBL is a leading player in the auto components business. It manufactures several safety critical friction material products such as brake linings, disc pads, clutch facings, clutch buttons, brake shoes and railway brake blocks for passenger cars, utility vehicles, commercial vehicles, two wheelers and railways. RBL has a technical collaboration with Nisshinbo Brakes Inc, Japan, to manufacture brake linings and disc pads.


Location Products

Chennai Brake linings, disc pads & clutch facings, Composite brake blocks, Organic pads for trainer aircraft

Hyderabad Brake linings, sintered clutch buttons, Composite brake blocks

Puducherry Disc pads, CV brake pads, Composite brake blocks

Trichy Disc pads & brake linings


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Operational Highlights- The weakening of the Japanese yen supported RBL in

keeping control on the overall material cost.

- Multiple initiatives including product launches for OE and Aftermarket, strategic saving efforts, building higher efficiencies in the manufacturing process and better product mix helped RBL post a higher growth rate despite a single digit growth in Net Sales.

- The continued focus on sustainability saw an increase in the use of green energy.

- With an acute focus on customers and the adoption of best practices across all locations, RBL won accolades including –

Awards for ‘Consistent Quality’ and ‘New Parts Development’ from key OEMs.

Gold awards for Quality and Innovation by ACMA Gold certificate from India Manufacturing Excellence

Award conducted by the Economic Times in partnership with Frost & Sullivan (F&S)

Award for Energy Excellence from CII for best energy efficient unit

Various Gold and Excellence awards on Quality and Productivity related matters from QCFI, ACMA and other reputed organisations.

Financial Highlights- Net Sales increased by 7.7% to ` 447.91 crore in FY16 from

` 415.89 crore in FY15- EBITDA increased by 21.2% to ` 57.65 crore in FY16 from

` 47.57 crore in FY15- PAT increased by 59.9% to ` 25.76 crore in FY16 from

` 16.11 crore in FY15

Outlook In the year ahead, RBL will continue to focus on initiative product development cost optimization, higher value product mix and maintaining category market leadership.

RBL will continue to improve its relationship with the collaborator and leverage the latter’s strength to ensure state-of-the-art and world class technology for applications in new generation vehicles. Further, it plans to increase its geographical spread covering wide varieties with the support of its partner in the low steel technology. RBL will continue its pursuit of excellence to achieve the objective of profitable growth.

Rane TRW Steering Systems Private Limited (RTSS)A joint venture between Rane Group and TRW Automotive J.V., LLC, USA (TRW), RTSS is a leading player in the auto segment in the manufacturer of fully integrated hydraulic steering gears, hydraulic pumps, power-rack and pinion, power steering fluid, safety seat belts, airbags and plastic reservoirs. RTSS‘s high focus on quality has made it a preferred supplier for OEMs across segments including commercial vehicles, passenger cars, etc.


Location Products

Viralimalai (Trichy) Hydraulic Power Steering Gears & Valves

Guduvanchery (Chennai) Hydraulic Pumps

Guduvanchery (Chennai) Hydraulic Power Steering Gears

Singaperumal Kovil (Chennai)

Air Bags, Seat Belts & Reservoir

Uttarakhand Hydraulic Steering Gears & Pumps


- Increasing safety concerns and regulations saw good growth for Occupant Safety components (Airbags and seatbelts).

- Given the growing demand for Airbags, RTSS constructed a new manufacturing facility during FY16.

- As the market shifts towards EPS technology, the Power Rack & Pinion (PR&P) business saw de-growth and consequently, capacity under-utilization. The market is further expected to decline.

- RTSS also secured Tractor OEM business during this year.

- A focus on material cost reduction initiatives like localization of rubber parts, seals, bar materials, value engineering projects of Weight Reduction in castings & forgings saw RTSS save ` 5.41 crore in the Steering Gear division.

- The Occupant Safety division also saw remarkable savings in costs, due to multiple cost saving initiatives.


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- RTSS continued to increase local sourcing during FY16 to mitigate forex related risk.

- RTSS commissioned a solar power plant of 1.14 MW at Arupukottai Taluk in Tamilnadu which helped save power cost by 15% in the FIG & Valve Plants of Steering Gear Division.

- The new product development initiatives undertaken during the year 2015-16 resulted in the development and launch of several new technology products in steering gears, pumps, airbags and seatbelts.

- RTSS received multiple awards including-

Recognition of ‘Long association with Tata Motors for 25 years’ for the Steering Gear Division and OSD division received M&M ‘MSES rank B’ award in recognition of manufacturing system and other processes.

Financial Highlights- Net Sales increased by 12.9% to ` 706.83 crore in FY16

from ` 625.94 crore in FY15



Outlook

The Occupant Safety division is expected to continue its robust growth path as concerns for safety and regulation increases in India and across the globe. The positive growth in the commercial vehicle segment will continue to support the growth in the Steering Gear division. However, despite the projected growth in the passenger car segment, there is a clear shift to EPS Steering technology and hence will affect the final growth numbers in the segment. To mitigate the loss of business, the Company is focusing on new business

opportunities in UV/LCV, M&HCV, SCV and tractor segments for its HPS gears. RTSS has bagged a major export order to Korea for the Occupant Safety division and is confident that it can increase its revenues from exports in the coming years.

Rane NSK Steering Systems Private Limited (RNSS)A joint venture with NSK Ltd., Japan, RNSS a key player in the manufacture of electric power steering (EPS) and manual steering column (MSC) for passenger cars and commercial vehicles.


Location Products

Chennai Manual Steering Columns & I Shafts

Bawal Electric Power Steering

Uttarakhand Manual Steering Columns & I Shafts


- A sharp focus on productivity improvements and capacity additions helped RNSS meet the increased demand in the EPS business.

- During the year, RNSS completed four new products developments.

- RNSS made the MSC business profitable, riding on the cost reductions and improvements in operating income.

- Across RNSS, a focus on value added and value engineering through design to cost approach, has resulted in higher efficiencies and reduced costs.

- Key customers recognised the excellent work done by RNSS as it received the award for ‘Outstanding Contribution to Overall Cost Excellence” from Volvo Eicher Commercial Vehicles Ltd.

Financial Highlights- Net Sales increased by 23.0% to ` 766.41 crore in FY16

from ` 623.03 crore in FY15



Outlook

In FY15, RNSS had announced its capex investment of over `150 crore over the next three years to gear up for the growth in the automobile segment. After launching four new products, RNSS continues to strengthen its new product development and quality management processes for new EPS business. It plans to enhance its application engineering capability for EPS columns in line with the customers’ expectations.


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A strong growth in the commercial vehicle segment will lead to robust growth in the MSC business. RNSS will leverage its R&D to offer the latest technological solutions to the customers. Various initiatives to improve the supply chain efficiency and cost reductions will result in increased competitiveness.

Sasmos Het Technologies Limited (SASMOS)

SasMos HET Technologies Limited (SasMos) is a leading manufacturer of wiring harnesses, electro-mechanical assemblies and unit integration products for aerospace, defence and marine industries. As part of its diversification plans, RHL has invested 45.24% in the equity capital of SasMos.


Location Products

Bengaluru Wiring harnesses, electro-mechanical assemblies and unit integration products for aerospace, defence and marine industries


The JV with Fokker Elmo i.e. Fokker Elmo SASMOS Interconnection Systems Ltd (FESIL) became operational

Established new line for producing Boeing F-15 panels

Financial Highlights Consolidated Sales increased by 40.1% to ` 79.31 crore in

FY16 from ` 56.61 crore in FY15


Net Profit increased by 121.4% to ` 2.48 crore in FY16 from ` 1.12 crore in FY15

OutlookThe order book of SASMOS looks good till 2020. Business with IAI and Rafael is growing. SasMos has bright opportunities to work with Boeing, MBDA, L&T and ISRO on many new programs.

JMA Rane Marketing Limited (JMA Rane)JMA Rane Marketing Limited (JMA Rane) is a joint venture company between RHL and Jullundur Motor Agency Company Ltd. for dealing with automobile components in the after-market. JMA Rane has wider dealer network all over the country. The financial highlights of JMA Rane for 2015-16 is as follows:

Sales increased by 7.0% to ` 60.91 crore in FY16 from ` 56.92 crore in FY15

EBITDA declined by 5.2% to ` 2.59 crore in FY16 from ` 2.73 crore in FY15

PAT declined marginally by 2.3% to ` 1.53 crore in FY16 from ` 1.57 crore in FY15

Human ResourcesThe theme of “Dream, Design and Deliver” is the cornerstone of our HR philosophy. Rane believes that it is its people who will power the Company to greater heights, achieve market leadership across segments in the company’s pursuit of accelerated profitable growth. The Company has designed key HR policies in the aspects of talent management strategy, compensation and benefits, etc., to get and give the best of its people as they get better aligned with the Company’s business objectives.

People Processes and Policies

FY16 saw the Company deliver on its commitment to build a high performance culture and accordingly introduced performance pay system for the senior manager and above levels. The Company also broad-based its internal job posting policy to provide employees with exposure and opportunities across the group companies. The Company realizing the importance of social media, designed guidelines on social media presence for employees to ensure that our employees that will enable them in being brand ambassadors for the Company.

Leadership Development

Given the growth plans, it is a high priority area for the Company to have a strong leadership pipeline. The Company has implemented several programs under the refreshed leadership framework which binds individual aspirations and organizational growth together, creating a high potential talent pool across all levels. This will deliver a strong succession pipeline foundation in specific functions and enhance the overall leadership bandwidth to handle the business challenges. The Rane Institute for Employee Development


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(RIED) plays the role of a nodal agency, ensuring effective design, delivery and overall program management of the interventions.

The Company launched the High Potential Leadership Development initiative last year and subsequently the Leadership Boot Camp and Executive Leadership Development programs have been rolled out.

Rane Institute For Employee Development (RIED) RIED continues to play a significant role in delivering learning and development initiatives to realize its vision – ‘’build core competencies for individual and business excellence”. One of the focus areas during the year was sustaining the momentum of marketing excellence through post program engagement. Apart from leadership development, programs were delivered in the areas of Manufacturing Systems, Quality Assurance, Total Quality Management, Business Excellence, Soft Skills Development and General Management. During the year, RIED organised 97 programs totalling to 4547 man-days.

Leadership Boot Camp – Graduate Engineer Trainee (GET) Connect

To create Leaders for tomorrow, it is important to focus on the budding talents of today. At Rane, the GET Connect is one such program. The initiative aims to provide the GETs with a holistic view of Rane, build effective skills and provide a platform to connect with peers, recent graduates and experienced professionals across the group. The Company trained 62 as part of the GET Connect.

Executive Leadership Development (ELD)

ELD focuses on fostering functional / operational leadership. ELD is designed to enhance readiness of leaders for larger roles and responsibilities, handling multiple functions, job rotations to other businesses. 22 executives participated in this program.

The Industrial Relations were cordial in the Plants.

Corporate Social Responsibility

CSR is one of the focus areas for the Company in its core belief of ‘giving back to society’. The Company focuses on four thrust areas for its CSR activities – Education, Healthcare, Environment and Community Development.

Education

In this area, the Company endeavours to offer quality technical education to the rural youth at the Rane Polytechnic, Trichy. The Financial Year 2015-16 saw 253 students completing their diploma program.

Community Development

As part of the community development initiatives, the Company continued to support two institutions - Maithree and Worth Trust. While Maithree tries to address the development needs of special children, Worth Trust focuses on mainstreaming the hearing and speech impaired people into society.

Healthcare

In the healthcare space, the Company extended support to the physically challenged people in and around Trichy through the Spastics Society, Trichy. The Company partnered with Freedom Trust, and conducted disability assessment camps and recommended mobility aids to those in need.

Flood Relief

As the rains wreaked havoc on Chennai and its residents, the Company partnered with Ramakrishna Mission and Freedom Trust to offer relief materials in the form of food and daily


26

essentials and giving mobility aids to physically challenged persons who lost their appliances in the flood.

The company also extended support to GanapathyIyer Girls High Secondary School, Chennai to mitigate the infrastructure damages during the Chennai floods.

In addition, the Company offered support to Satyananda yoga Charitable Trust as part of flood relief.

Information Technology

Rane’s centralized IT service (Rane Data Centre) provides IT Infrastructure and application support across group companies. SAP the group’s ERP system has been upgraded with enhancement pack (Ehp 7) along with the hardware infrastructure.

Continuous engagement with the businesses have been set in motion towards identifying and implementing LOB related key projects to improve process efficiencies.

As a part of our digital journey, initiatives such as vendor portal, Auto DX (EDI with Customers) have been implemented to enhance collaboration with our Suppliers and Customers. E-procurement solution has been taken up for improving the procurement efficiency. Important workflow applications have been implemented that aims at improving employee engagement, process efficiency, compliance and transparency.

ISMS operations have been strengthened to address the ever increasing cyber security threats and vulnerabilities.

Internal Controls

The Company has put in place robust internal control systems to prevent operational risks through a framework of internal controls and processes. These controls ensure that the business transactions are recorded in a timely and complete manner in the financial records, resources are utilised effectively and the assets are safeguarded.

The internal audit function is outsourced to a professional firm of independent assurance service providers. The Audit Committee and the Board in consultation with the internal auditor, statutory auditor and operating management approve annual internal audit plan. The scope also covers the internal financial controls and internal controls over financial reporting. The internal audit findings are placed before the Audit Committee at each of its quarterly meeting for review.

The management’s responses and counter measures are discussed in the Audit Committee meetings. This process ensures the robustness of internal control systems and compliance with laws and regulations, including resource utilization and system efficacy.

Risk Management The Company has laid down well-structured procedures for monitoring the risk management plan and implementing the risk mitigation measures. The risks are broadly classified into strategic risks, operational risks, financial risks and statutory compliance risks. These risks are rated based on factors such as past year experience, probability of occurrence, probability of non-detection and its impact on business.

The top management reviews the strategic risks, the risks with high probability and high impact, every quarter and presents its report along with risk mitigation plan to the Board of Directors on half-yearly basis. The strategic risks are taken into consideration in the annual planning process along with their mitigation plan. Other risks are covered as part of internal audit process and presented to the Audit Committee every quarter. The business processes risks and the related controls are subjected to internal audit and reviewed on a quarterly basis. The risk ratings are revalidated with the top management as part of the internal audit process every quarter. The overall re-assessment of risks at company level is carried out and presented to the Board of Directors once in two years for their review.

Outlook The Company has outlined its Vision 2020 - Dream, Desire and Deliver, in the pursuit of delivering profitable growth by the group. The key pillars to realise Vision 2020 are Accelerating growth, increasing overseas share of business significantly, exploring futuristic opportunities in emerging new auto products and expanding footprint in non-auto space especially Aerospace & Defence.

For the Company, FY17 and beyond will see the next level in its evolution towards becoming a global company – from operational excellence to business excellence. With the Company’s famed Rane Business Excellence Model, each company in the group is going through a detailed audit on business excellence to zero-in on areas needing improvement.

Beyond the Company, it seems that uncertainty and pessimism will continue to be part of the economic and business news


27

in FY17. The IMF has already made a downward revision of the global growth by 0.2% to 3.2% relative to its January 2016 World Economic Outlook update. Beyond India and the slowing and uncertain Chinese juggernaut, the economic outlook of other growth engines namely Brazil and Russia has deteriorated rapidly in the past few months.

Nevertheless, the outlook for India continues to be bullish. A forecast of a normal monsoon may see an improvement in rural demand. Domestic consumption is likely to see a boost from the implementation of the 7th Pay Commission recommendations and One Rank One Pension for the armed forces. The softer interest regime will further fuel consumer sentiments.

Even the outlook for the Auto and auto ancillary industry seems to be on the optimistic side. According to the Automotive Component Manufacturers Association of India (ACMA), the Indian auto-components industry is expected to register a turnover of US$ 100 billion by 2020. Indian auto-component makers are well positioned to benefit from the globalisation of the sector as exports potential could be increased by up to four times to US$ 40 billion by 2020.

The Rane group with various companies under its fold will certainly ride this boom. The Company is making adequate provisions on all fronts – improving process efficiencies, reducing cost, building scale in existing markets, exploring

new markets and talent management. The Company continues to work with its various technology partners and OEMs to bring in the best in class products to the country and outside of the country. This is in line with Vision 2020 where the Company aims to have a significant portion of its revenue from exports.

Opportunities and Threats

With India’s ranking improving in the ‘Ease of Doing Business’, and the better socio-economic factors, the country is seeing an interest in manufacturing across all sectors including auto, defence, etc. Given its strong brand equity, built over the years, the Company will certainly benefit from potential demand from its key segments. A stronger legislation and rising awareness about safety in cars will benefit the Company’s prospect in the Occupant Safety segment.

However, the threats of economic downturn or slowdown in the key markets can lead to decreased volumes and capacity utilisation. The Company can be affected by a weak currency which can have a direct bearing on margins. Other factors, which can affect the Company, include any sharp contraction in automobile sales, increased competitive pressure, etc.


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Report of the Board of DirectorsYour directors take the pleasure in presenting the Eightieth Annual Report together with the accounts for the year ended 31 March, 2016.1. Financial PerformanceYour Company’s investment profile is as given below:-

Sl. No. Name of investee company Products / ServicesOwnership of

your CompanySubsidiary companies1 Rane (Madras) Ltd.

a) Rane (Madras) International Holdings B.V. , The Netherlands - (RMIH)

(i) Rane Precision Die Casting Inc., (RPDC)

Steering gear products, steering and suspension linkages, Diecasting products. Other article of aluminium.

Hold strategic overseas investments

High pressure aluminium die casting for automotive applications

56.3%

100%

100%2 Rane Engine Valve Ltd.* Engine valves, valve guides and tappets 51.1%3 Rane Brake Lining Ltd. Brake linings, disc pads, clutch facing and clutch button 46.1%4 Rane Holdings America Inc. Providing business development services in North American region

for Rane Group Companies100.0%

Joint Venture Companies *5 Rane TRW Steering Systems

Private Ltd.Hydraulic steering gear, Hydraulic pumps, seat belt and Air Bags 50.0%

6 Rane NSK Steering Systems Private Ltd.

Manual steering columns and electric power steering. 49.0%

7 JMA Rane Marketing Ltd. Automotive component trading with Pan India dealer network. 49.0%Associate companies8 SasMos HET Technologies Ltd. Design, prototyping and manufacture of customised electric

solutions for defence and aerospace applications.45.2%

The Company’s income stream comprises of (i) dividend from the above investments, (ii) trademark fee for use of ‘RANE’ trademark and (iii) service fee from the group companies for providing services in the areas of management, information technology, business development and infrastructure.

The financial highlights for the year under review are as follows: (` Crores)

Particulars 2015-16 2014-15Income 75.85 59.94Profit before tax 42.90 32.68Provision for tax 7.25 6.76Profit after tax 35.65 25.92Surplus brought forward 12.88 82.44Amount available for appropriation 32.72 108.36

Key Performance indicators, operational performance and balance sheet summary are furnished in Page No. 4-5 of this annual report.

During the year, income of your Company had increased by 26.54% over that of the previous year. The earnings per share for the year 2015-16 was ` 24.97 compared to last year ` 18.16.

There was no material change or commitment, affecting the

financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements. There was no change in nature of business during the year.

2. Appropriation

During the year 2015-16, the board of directors declared an interim dividend of 100% (i.e., ` 10/- per share) on the equity share capital on March 10, 2016. The interim dividend was paid on March 23, 2016 to all the eligible shareholders whose name appeared in the register of members of the Company as on March 18, 2016 (being the Record Date) fixed for this purpose. In view of the interim dividend, the Board did not recommend any final dividend for the year ended March 31, 2016.

After transfer of ̀ 15.54 crores to General reserve, ̀ 17.18 crores has been retained as surplus in the Profit and Loss Account.

3. Management Discussion & AnalysisYour Company holds strategic investment in subsidiaries, joint ventures and an associate company (predominant called ‘Rane Group’) engaged in the manufacturing and marketing of components for transportation industry and also provides management and other services to Rane group. A detailed analysis of the automotive industry, group companies’


29

performance, internal control systems, risk management etc. are discussed in a separate section in this Annual Report under the heading ‘Management Discussion & Analysis’.

4. Consolidated financial statements

The following methodology as specified under applicable accounting standards have been applied in consolidating the financial results of the group companies in the consolidated financial results attached in the annual report:-

(a) Subsidiary companies – each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. Minority interests have been appropriately considered.

(b) Joint Venture companies – each line item of income, expenditure, assets and liabilities have been consolidated based on the percentage of share held in these companies.

(c) Associate companies – share in the profit after tax based on the percentage of share held has been consolidated.

The consolidated financial statements of the Company are prepared based on the audited financial statement of the subsidiary companies, joint venture companies and associate companies.

In terms of Section 136 of the Companies Act, 2013 the Company has not attached the financial statements of the subsidiary companies. However, the financial information of the subsidiary companies duly audited by the auditors are disclosed in this annual report. The Company undertakes to make available soft or hard copy of the annual report and annual accounts of the subsidiary companies and the related detailed information to investors, as may be required by them, seeking such information at any point of time on demand. The annual accounts of the subsidiary companies have been posted in the website of the Company viz. http://rane.co.in and also kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company, which form part of this annual report, include financial results of its subsidiary companies.

5. Board of directors

5.1 Composition

The composition of the board of directors of the Company is furnished in the Corporate Governance Report as Annexure-’E’ to this report. The Company has issued a letter of appointment to all independent directors and the terms and conditions of their appointment have been disclosed on the website of the Company and available at http://rane.co.in/pdf/investors/rhl/rhltermsid.pdf

Dr. V Sumantran has been co-opted to the board as an additional director (in the category of independent director) on May 27, 2016, as per the recommendations of Nomination and Remuneration Committee effective May 27, 2016 till

the conclusion of eighty-second AGM. Notice has also been received from a member signifying the intention to propose his appointment as an independent director of the Company at the ensuing 80th AGM.

Mr. Anil Kumar Nehru on attaining the age of 75 years, retired from the Board effective from the conclusion of the meeting of the board of directors held on May 27, 2016, as per the retirement policy of the Company,

All the independent directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

5.2 Retirement by rotationAt the ensuing Annual General Meeting (AGM), Mr. Harish Lakshman retires by rotation and being eligible, offers himself for re-appointment. The notice convening the AGM includes the proposal for his re-appointment as director.

5.3 Board meetings

A calendar of meetings is prepared and circulated in advance to the directors. During the year five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening period between two consecutive meetings was less than 120 days.

5.4 Meeting of Independent Directors

During the year, two (2) separate meetings of Independent Directors were held. In the said meetings, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board at the meeting and expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties. Also in at the meeting of Independent Directors, the performance of the non-independent directors and the board as a whole was reviewed and the performance of the chairperson of the Company was reviewed taking into account the views of executive directors and non-executive directors.

6. Board and management

6.1 Board evaluation

During the year, a formal process for annual evaluation of performance of Board, its committees and directors individually was carried out as per the criteria laid down by the Nomination and Remuneration Committee, pursuant to the provisions of the Companies Act, 2013 (CA 2013) and clause 49 of the listing agreement.

The criteria for evaluation of board and its committees were founded on the structure, composition, board-management relationship, effectiveness in terms of roles and responsibilities and processes encompassing the information flow and functioning. The guiding standards for the assessment of performance of directors (including the independent directors)


30

were their attendance and participation at board meetings, sharing of their relevant domain expertise, networking in other forums, their strategic inputs and demonstration towards governance compliances.

For evaluation of performance of the Chairman additional aspects like institutional image building, providing guidance on strategy and performance, maintaining an effective and healthy relationship between the board and the management were taken into consideration.

The evaluation was carried out through a structured methodology approved by the Nomination and Remuneration Committee after ensuring that the aspects under each of the laid down criteria are comprehensive and commensurate with the size of the board and the Company.

6.2 Familiarisation program for independent directors

The familiarisation program for independent directors and details of familiarization programmes to independent directors are available at http://rane.co.in/rhlinvestors.html

6.3 Key Managerial Personnel

Mr. L Lakshman, Executive Chairman & Managing Director, Mr. L Ganesh Vice-Chairman & Joint Managing Director, Mr. Siva Chandrasekaran, Secretary and Mr. J Ananth Chief Financial Officer hold the office of Key Managerial Personnel under the Companies Act, 2013

6.4 Remuneration policy

The Nomination and Remuneration Committee has laid down a policy on appointment and remuneration of directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). The same is annexed herewith as ‘Annexure –A’.

7. Audit7.1 Audit Committee

In terms of the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement, the Audit Committee of the Board is constituted to act in accordance with terms of reference prescribed therein. Detailed disclosure on compositions, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report.

7.2 Statutory Auditors

In terms of the appointment made by the shareholders as per the transition provisions of Section 139 of the Companies Act, 2013 and applicable rules made thereunder, M/s Deloitte Haskins and Sells (DHS) were appointed as Statutory Auditors for a period of two years to hold the office until the conclusion of the eightieth AGM (AGM 2016).

Pursuant to the provisions of Section 139, 141 and read with Companies (Audit and Auditors) Rules, 2014 and any other applicable provisions of the Act including rules made thereunder, the Audit Committee at its meeting held on May 27, 2016 has reviewed the proposal to re-appoint DHS as statutory auditors of the Company for a second term of five consecutive years commencing from the conclusion of eightieth AGM (2016) until the conclusion of eighty-fifth

AGM (2021) and recommended the same to the board for proposing it to the shareholders at the ensuing eightieth AGM.

The Company has received letter from DHS consenting for the re-appointment and confirmation to the effect that their appointment, if made, would be within the limits and that they are free from any disqualification specified in section 141 of the Companies Act, 2013 and the rules made thereunder. DHS have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India. The notice of the ensuing AGM contains necessary resolution in this regard. Members may consider appointing DHS as statutory auditors of the Company as per the provisions of the Companies Act, 2013 till the conclusion of the eightieth AGM.

The statutory auditors report to the members for the year ended March 31, 2016 does not contain any qualification, reservation, adverse remark or disclaimer.

7.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S Krishnamurthy & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2015 -16 is annexed herewith as ‘Annexure -B’. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

7.4 Internal Auditors

The Company continues to engage M/s. Capri Assurance and Advisory Servicies, a firm of independent assurance service professionals, as Internal Auditors of the Company. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on a regular basis to improve efficiency in operations.

8. Directors’ Responsibility Statement

In terms of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the directors, confirm that:

i. The applicable accounting standards in the preparation of financial statements for the financial year 2015 -16 had been followed and there were no material departures;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the


31

Company, preventing and detecting fraud and other irregularities;

iv. they had prepared the financial statements for the financial year on a ‘going concern’ basis ;

v. they had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively ; and

vi. they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

9. Related Party TransactionsAll related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Related Parties which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

The Company has put in place proper system for identification and monitoring of such transactions. The policy on Related Party Transactions and material subsidiaries as approved by the Board is uploaded on the Company’s website (http://rane.co.in/pdf/policies/rhlrpt.pdf and http://www.rane.co.in/pdf/policies/rhlmsp.pdf). None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material financial and commercial transactions, where they have personal interest, which may have potential conflict with interest of the Company at large.

10. Corporate Social Responsibility (CSR)The vision on Corporate Social Responsibility (CSR) is: “To be socially and environmentally responsive organization committed to improve quality of life within and outside”. The CSR activities of Rane Group focus on four specific areas of (a) Education (b) Healthcare (c) Community Development (d) Environment.

The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr L Lakshman, Mr L Ganesh and Mr Anjanikumar Choudhari as its members.

The Annual Report on CSR activities carried out during the year 2015-16 is annexed as Annexure ‘C’. The CSR policy of the Company is available in the Company’s website (http://www.rane.co.in/pdf/policies/rhlcsr.pdf )

11. Fixed DepositsYour Company does not accept any deposit from public in terms of Section 73 of the Companies Act, 2013 and the rules framed thereunder.

12. Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company is conscious of the imperative to protect environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management system. In view of the nature of activities of the Company, provisions of Section 134 (3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

13. Particulars of Directors, Key Managerial Personnel and Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel (KMP) and Employees of the Company are provided in the ‘Annexure D’ to this report.

14. Corporate Governance ReportYour Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement / Regulation 34 of SEBI LODR. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report as ‘Annexure E’.

15. Other disclosures

a) Details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

b) The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report.

c) There was no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

d) The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ‘Annexure ‘F.

e) The Company has established a formal vigil mechanism named ‘Rane Whistle Blower Policy’ for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company.

f ) The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper mechanism across the Company. There was no case reported during the year under review through this mechanism.

For and on behalf of the Board

ChennaiMay 27, 2016

L GANESHVice- Chairman

L LAKSHMANExecutive Chairman


32

The policy on criteria for appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) are as follows:

Criteria for Appointment

The appointment, re-appointment, determining qualifications, positive attributes and independence of a director are based on the following criteria:

- Academic accomplishments- Professional experience - Experience in other boards- Industry relevance and experience- Technical / functional domain expertise- Diversity- Global exposure- Governance experience- Professional network- Association with professional forums / academic

institutions- Independence- Innovation- Cultural fit

The appointment of KMPs and SMPs are based on the following criteria:

• Possessionofrelevanteducationalqualificationsandcertifications

• Possessionofthefunctional/domaincompetenciesat appropriate level as assessed by the selection panel

• Evidenceofrequiredleadershipcompetenciesasperthe leadership competency model, as assessed by the selection panel

• Clearbackgroundverificationreport• Referencecheckinputs

Criteria for Remuneration

The Company recognizes that compensation is a strategic lever in the achievement of vision and goals. The compensation philosophy is designed to attract, motivate, and retain talented employees who drive the company’s success and it aims at

aligning compensation to goals of the company, performance of the individual, internal equity, market trends and industry practices, legal requirements and appropriate governance standards.

The Nomination and Remuneration Committee recommends policy on the remuneration of Directors, KMP and Senior Management. The approval of shareholders is obtained, wherever necessary.

• Non-ExecutiveDirectorsNon-Executive Directors are entitled to receive remuneration by way of fees for attending the meetings of the Board or Committee thereof, within the overall limits prescribed under the Companies Act, 2013 and rules thereunder.

A Non-Executive Chairman may receive commission within the overall limits prescribed under the Companies Act, 2013 and rules thereunder, if any, approved by the shareholders and the Board on such terms and conditions, taking into consideration the overall performance of the Company and the contributions of Chairman.

• Executive Directors (Managing Director /Whole TimeDirectors), Chief Executive Officers (CEOs) and Manager under Companies Act, 2013) Key Managerial Personnel (KMP) and Senior Management Personnel (SMP)Executive Directors are entitled to receive remuneration as approved by the shareholders and the Board and subject to the overall limits prescribed under the Companies Act, 2013 or rules thereunder.

The remuneration structure of the executive directors, CEO or Manager, KMPs and SMPs are broadly divided into fixed and variable component, which ensures that relationship of remuneration and performance benchmark is clear, there exists a balance between fixed and incentive pay and the same reflects short and long-term performance objectives appropriate to the working of the company and its goals. The fixed compensation shall comprise of salary, allowances, perquisites, amenities and other components. The variable component of the remuneration is based on the performance of the individual in achieving superior operational results and to align employees with the organizational vision and growth strategies with a view to motivate them to achieve best results.

ANNExuRE - A to the Report of the Board of Directors

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP)


33

To the Members of RanE Holdings Limited [CIN: L35999TN1936PLC002202],“MAITHRI”, 132, Cathedral Road, Chennai - 600086

We have conducted a Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate practices by RanE HOLDInGS LIMITED (hereinafter called “the Company”) during the financial year from 1st April 2015 to 31st March 2016 (“the year”/ “audit period”/ “period under review”). We conducted the Secretarial Audit in a manner that provided us a reasonable basis for evaluating the Company’s corporate conducts/statutory compliances and expressing our opinion thereon.

We are issuing this report based on:

(i) Our verification of the books, papers, minute books and other records maintained by the Company and furnished to us, forms/ returns filed and compliance related action taken by the Company during the year as well as after 31st March 2016 but before the issue of this report;

(ii) Compliance certificates confirming compliance with all laws applicable to the Company given by the key managerial personnel of the Company and taken on record by the Board of Directors; and

(iii) The representations made and information provided by the Company, its officers, agents and authorised representatives during our conduct of the Secretarial Audit.

In our opinion, during the audit period covering the financial year ended on 31st March 2016, the Company has complied with the statutory provisions listed hereunder and also has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. The members are requested to read this report along with our letter of even date annexed to this report as Annexure – A.

1. We report as regards compliance with specific statutory provisions that:

1.1. We have examined the books, papers, minute books and other records maintained by the Company and made available for our verification, the forms, returns, reports, disclosures and information filed/ disseminated during the year according to the applicable provisions/ clauses of: (i) The Companies Act, 2013 (the Act) and the rules

made thereunder.

(ii) Companies Act, 1956 and the rules made thereunder.(iii) Securities Contracts (Regulation) Act, 1956 and the

rules made thereunder.(iv) The Depositories Act, 1996 and the regulations and

bye-laws framed thereunder.(v) The following Regulations prescribed under the

Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (upto 14th May 2015);

(c) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (applicable from 15th May 2015);

(d) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(e) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client; and

(f ) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (applicable from 1st December 2015);

(vi) The listing agreements entered into by the Company with the National Stock Exchange of India Limited and BSE Limited.

(vii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment (FEMA).

(viii) Secretarial Standards (SS-1) on “Meetings of the Board of Directors” and Secretarial Standards (SS-2) on “General Meetings” issued by The Institute of Company Secretaries of India (applicable from 1st July 2015).

1.2. During the period under review, and also considering the compliance related action taken by the Company after 31st March 2016 but before the issue of this report, the Company has, to the best of our knowledge and belief

ANNExuRE - B to the Report of the Board of Directors

Secretarial Audit Report for the financial year ended 31st March 2016Form no. MR-3[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]


34

and based on the records, information, explanations and representations furnished to us:(i) Complied with the applicable provisions/ clauses

of the Acts, Rules, Regulations and Agreements mentioned under paragraph 1.1 (i) to (vii) above; and

(ii) Generally complied with the applicable Secretarial Standards mentioned under paragraph 1.1 (viii) above.

1.3. We are informed that, during/ in respect of the year: (i) The Company was not required to comply with

the following laws/ guidelines/ regulations and consequently was not required to maintain any books, papers, minute books or other records or file any forms/ returns under:

(a) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings;

(b) Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(c) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and

(e) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

(ii) There was no other law that was specifically applicable to the Company, considering the nature of its business. Hence the requirement to report on compliance with specific laws under paragraphs 1.1 and 1.2 above did not arise.

2. We further report as regards Board processes that:2.1 The Board of Directors of the Company is duly constituted

with a proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The Board also has a woman director. The change in composition of the Board of Directors that took place during the period under review was carried out in compliance with the provisions of the Act.

2.2 Adequate notice was given to all directors to schedule the Board Meetings. Notice of Board meetings were sent at least seven days in advance. Agenda and detailed notes on agenda were sent atleast seven days before the Board meetings with the exception of the following items, which were either circulated separately or at the meetings:(i) Supplementary agenda notes and annexures in

respect of unpublished price sensitive information such as audited accounts/ results, unaudited financial results and connected papers; and

(ii) Additional subjects/ information and supplementary notes.

Upto 30th June 2015 there was no statutory requirement to send the agenda and notes atleast seven days before the meeting. In respect of

meetings held after 1st July 2015, consent of the Board for circulating them separately or at the meeting was duly obtained as required under the Secretarial Standards.

2.3 A system exists for directors to seek and obtain further information and clarifications on the agenda items before the meetings and for their meaningful participation at the meetings.

2.4 We are informed that at Board meetings:

(i) Majority decisions are carried through; and

(ii) No dissenting views were expressed by any Board member on any of the subject matters discussed, that were required to be captured and recorded as part of the minutes.

3. We further report as regards the compliance mechanism in place that:

3.1 There are adequate systems and processes in the Company commensurate with its size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

4. We further report as regards specific events/ actions that:4.1 During the audit period there were no specific events/

actions having major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines and standards other than the passing of the following special resolutions by the members at the 79th annual general meeting held on 12th August 2015: (i) Under section 180(1)(a) of the Act, according consent

to the Board of Directors (including any committee thereof ) to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future, and in such manner as the Board may deem fit, together with power to takeover substantial assets of the Company in certain events in favour of banks / financial institutions and other lending agencies including the trustees for the holders of debentures / bonds / other instruments to secure the borrowings of the Company.

(ii) Under section 14 of the Act approving the replacement of the existing set of regulations in the Articles of Association with an entirely new set of regulations.

For S Krishnamurthy & Co.,Company Secretaries,

K. Sriram,Partner.

Date: 27th May 2016 Membership No: F6312Place: Chennai Certificate of Practice No: 2215


35

To the Members of RanE Holdings Limited [CIN: L35999TN1936PLC002202],“MAITHRI”, 132, Cathedral Road, Chennai - 600086

Our Secretarial audit Report (Form MR-3) of even date for the financial year ended 31st March 2016 is to be read along with this letter.

1. The Company’s management is responsible for maintenance of secretarial records and compliance with the provisions of corporate and other applicable laws, rules, regulations and standards. Our responsibility is to express an opinion on the secretarial records produced for our audit.

2. We have followed such audit practices and processes as we considered appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records.

3. While forming an opinion on compliance and issuing this report, we have also considered compliance related action taken by the Company after 31st March 2016 but before the issue of this report.

4. We have considered compliance related actions taken by the Company based on independent legal/ professional opinion obtained as being in compliance with law.

5. We have verified the secretarial records furnished to us on a test basis to see whether the correct facts are reflected therein. We also examined the compliance procedures followed by the Company on a test basis. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

6. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

7. We have obtained the Management’s representation about compliance of laws, rules and regulations and happening of events, wherever required.

8. Our Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For S Krishnamurthy & Co.,Company Secretaries,

K. Sriram,Partner.

Date: 27th May 2016 Membership No: F6312Place: Chennai Certificate of Practice No: 2215

Annexure – A to Secretarial Audit Report of even date


36

ANNExuRE - C to the Report of the Board of Directors

Annual Report on CSR activities (for financial year 2015 -16)

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The company’s CSR vision is ‘to be a socially and environmentally responsible corporate citizen’.

Overview of projects implemented during 2015 -16:

In the year 2015 -16, the company has implemented several projects primarily focusing on Education followed by Community Development and Healthcare. In addition, the company also extended support towards alleviating the loss suffered by the community due to floods during the Chennai rains.

Education: The flagship project is the support extended to Rane

Polytechnic, Trichy through the Rane Foundation. Established in the year 2011, the institution aims at offering quality technical education to the rural youth. The second batch of 121 students completed their diploma program in 2014 -15. Similarly in the year 2015 -16, 253 students completed their diploma program. The response from corporates in providing employment opportunities continues to be encouraging.

Community Development: As part of the community development initiatives the

company continued to support the institutions Maithree and Worth Trust that attends to children coping with mental and physical challenges respectively. The support to Maithree has helped the institution in addressing the development needs of 19 children. Similarly, the contribution towards Worth Trust, an institution that focuses on mainstreaming the hearing and speech impaired people into the society paved ways for 10 beneficiaries in enhancing their scope for education, employability and thus leading to livelihood enhancement.

Healthcare: In the healthcare space, the company extended support

to physically challenged people in and around Trichy through the Spastics Society, Trichy. The company partnered with Freedom Trust, a charitable trust that is specialized in conducting disability assessment camps and recommending mobility aids to the people in need. With the help of qualified Doctors and paramedical staff the disability assessment camp was conducted and mobility aids were distributed to 63 beneficiaries as part of this project.

Flood Relief: The company offered relief materials in the form of food

and daily essentials to flood affected victims in association with Ramakrishna Mission.

Partnering with Freedom Trust, mobility aids were replenished to physically challenged persons who lost their appliances in the flood.

The company also extended support to Ganapathy Iyer Girls High Secondary School, Chennai to mitigate the infrastructure damages during the Chennai floods.

In addition, the company offered support to Satyananda Yoga Charitable Trust as part of flood relief.

The policy on CSR recommended by the CSR Committee was approved and adopted by the Board of Directors is available on the website of the Company (web link: http://rane.co.in/pdf/policies/rhlcsr.pdf )

2. The Composition of the CSR Committee.

The company has constituted a robust governance structure to oversee the implementation of the CSR projects, in compliance with the requirements of Section 135 of the Companies Act, 2013. The CSR governance structure of RHL will be headed by the Board CSR Committee. The Board level CSR Committee grants auxiliary power to the Company level CSR Working Committee of the company to act on their behalf.

The members of the CSR committee:

Board CSR committee Company CSR committeeL LakshmanPromoter, Managing Director & Executive Chairman

R VenkatanarayananPresident – Corporate Services

L GaneshPromoter, Joint Managing Director & Vice Chairman

J AnanthGeneral Manager - Finance

Anjanikumar ChoudhariNon-Executive & Independent Director

3. Average net profit of the company for last three financial years

` In Cr

Particulars 2012-13 2013-14 2014-15Net profit for the year (PAT) 25.95 21.73 25.92Adjusted Net profit (as per section 198)

32.85 28.34 33.07

Average Net profit 31.42

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) : ` 0.63 Crores


37

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year; ` 62,84,000 (b) Amount unspent, if any; NIL(c) Manner in which the amount spent during the financial year is detailed below.

S. No.

CSR Activity Sector in which activity is covered

Project or programs location 1) Local area or other 2) District (State)

Budget (in INR)

Amount Spend - Subheads Direct (in INR)

Cumulative expenditure up to the reporting period (in INR)

Amount spent: Directly or through an implementing agency (in INR)

Overheads (in INR)

1 Education - Institution Development

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects.

1) Other 2) Trichy (Tamil Nadu)

50,00,000 50,00,000 50,00,000 Implementing Agency – Rane Foundation

(Registered Trust) –

50,00,000

-

2 Community Development - Improving Quality of Life

Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

1) Local

2) Chennai (Tamil Nadu),

1) Other

2) Vellore (Tamil Nadu)

4,00,000 4,00,000 54,00,000 Implementing Agency – Maithree (Registered Society) – 2,00,000

Implementing Agency – Worth Trust (Registered Trust) – 2,00,000

-

3 Health Care- Health Camps

Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water.

1) Other

2) Trichy (Tamil Nadu)

2,86,000 2,93,050 56,93,050 Implementing Agency – Freedom Trust (Registered Trust) – 2,93,000

-

4 Disaster Relief - Flood Relief measures

Medical aid, promoting health care, preventive health care, food supply, eradicating hunger, poverty, malnutrition, supply of clean water, sanitation, making available safe drinking water.

1) Local

2) Chennai (Tamil Nadu)

1) Local


1) Local


1) Local

2) Chennai (Tamil Nadu

5,28,000 5,28,000 62,21,050 Implementing Agency – Ramakrishna Mission(Registered - Trust): 58,000

Implementing Agency – Freedom Trust(Registered - Trust): 1,00,000

Implementing Agency – The Gopalapuram Educational Society - Ganapathy Girls Higher Secondary School (Registered Society) – 2,70,000

Implementing Agency – Satyanandha Yoga Educational Charitable Trust (Registered - Trust): 1,00,000

-

5 CSR Capacity Building

- 1) Local


70,000 - 62,91,050 Direct 70,00070,000

Total 62,84,000 62,91,050 62,91,050


38

6. In case the company has failed to spend the two per cent, of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

Not Applicable

7. a responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

The implementation and monitoring of our CSR Policy of the Company is in compliance with the CSR objectives and policies. Through this report the Company seeks to communicate its commitment towards CSR to the Ministry

of Corporate affairs. The implementation and monitoring of our CSR policy is in compliance with the CSR objective and policies as laid down in this report. The Board of the Company and the CSR Committee is responsible for the integrity and the objectivity of all the information provided in the disclosure above. All the projects reported have been considered and undertaken with the best of our intentions to contribute to the greater good of the society. We have undertaken and implemented these projects with careful consideration and these projects are aligned with our vision as provided in our CSR Policy. In line with the requirements of the Companies Act, 2013, we have also instituted monitoring mechanisms to ensure the projects go on smoothly as planned.

ChennaiMay 27, 2016

L GaneshVice Chairman

L Lakshman (Chairman of CSR Committee)Executive Chairman


39

a. Details as per Rule 5(1) of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 20141. Remuneration paid to Directors and Key Managerial Personnel (KMP)

Name Designation

% increase/ (decrease) of

remuneration FY 2015-16

% increase/ (decrease) in Profit

Before Tax (PBT) for FY 2015-16

Ratio of remuneration

to median remuneration of

employeesDirector and Key Managerial PersonnelMr L Lakshman Executive Chairman and Managing

Director (MD)22% 31% 34.73

Mr L Ganesh Vice-Chairman and Joint Managing Director (JMD)

13% 31% 21.69

Key Managerial PersonnelMr. Siva Chandrasekaran Executive Vice-President-

Secretarial & Legal and Secretary15% 31% N.A

Mr. J Ananth Chief Financial Officer (CFO) 3% 31% N.A

N.A – Not Applicable

that of employees who are not directors but receive remuneration in excess of highest paid director during the year: Not Applicable

8. Key parameters for any variable component of remuneration availed by the directors

There are no key variable components in the remuneration paid to the non-executive directors except in the case of Executive Chairman and Managing Director who is entitled to receive commission as per the approval of shareholders and decided by the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee.

9. (i) Variation in market capitalisation and price earnings ratio:

March 31, 2016

March 31, 2015

% change

Market capitalisation of the Company (based on closing prices quoted on BSE) (` In crores)

778.45 833.11 (6.56%)

Price earnings ratio 21.84 32.13 -

(ii) Percent increase over/decrease in the market quotations of shares of the company as compared to the rate at which company came out with last public offer:

Not applicable, as the shares of the company were not issued and allotted under any public offer.

10. It is hereby affirmed that the remuneration paid is in accordance with the remuneration policy.

Note: (i) None of the other directors receive any remuneration

from the Company except sitting fees for attending meeting of the Board / Committee(s) thereof.

2. Median remuneration of the employees of the Company for FY 2015-16 is ` 6 lakhs. Decrease in median remuneration during the year 2015-16 : 0.8%.

3. Number of permanent employees on the rolls of the Company as on March 31, 2016 was 85 and March 31, 2015 was 77.

4. Relationship between average increase/decrease in remuneration and company performance:

During FY 2015-16, the total income grew by 27% and PBT grew by 31%. The average remuneration increased by 17%.

5. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 17% in 2015-16. The performance of the Company is furnished in 4 above.

6. Average percentile increase already made in salary of employees other than the managerial personnel in last financial year : 17%

The percentile increase in managerial remuneration: 18% The increase in managerial remuneration is in line with the present industry standards.

7. Ratio of remuneration of the highest paid director to

ANNExuRE - D to the Report of the Board of Directors

Particulars of Directors, Key Managerial Personnel and Employees for the year 2015-16


40

B. Details as per Rule 5 (2) & 5 (3) of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014

i. Employed throughout the financial year with remuneration not less than ` 60 Lakhs per annum.

Name Designation Remuneration(In ̀ )

Qualifications Age (years)

Experience(years)

Date of Joining

Nature of employment(Permanent/ contractual)

Previous employment & designation

No. of shares held in Company*

Relationship with any director / manager

Mr L Lakshman Executive Chairman

2,08,63,318 B.E., Executive MBA

69 46 1st April 2008

Permanent Managing Director, Rane Brake Lining Ltd.

11,14,745 Relative of Mr. L Ganesh, Mr. Harish Lakhsman.

Mr L Ganesh Vice Chairman

1,30,26,636 B.Com., ACA, MBA

62 38 1st August

2009

Permanent Chairman & Managing Director – Rane Engine Valve Ltd.

12,09,533 Relative of Mr. L Lakshman.

Mr R Venkatanarayanan President – Corporate Services

78,31,977 B.Sc., PG Dip. in Social Science, MHRM

54 31 17th March 2007

Permanent General Manager – Human Resou rce, Rane Brake Lining Ltd

- NIL

*Includes joint holdings & HUF

ii. Employed for part of the financial year with remuneration not less than ` 5 Lakhs per month : Nil


41

1. Philosophy on Code of Governance

Rane Group’s time tested philosophy of governance is based on principles of integrity, transparency and fairness. The Rane businesses seek enhancement to shareholder value within this framework. Directors code of conduct and employee behaviour is nourished by this culture and is governed through a policy document “Ethical Standards of Behaviour – RANE COMPASS”.

Our belief in good corporate citizenship enshrined in the Company’s Code of Conduct, its policies, compliance with law and robust internal control systems, which are subjected to regular assessment drives its effectiveness, reinforces integrity of management and fairness in dealing with all the stakeholders. This meets with all statutory and regulatory compliance including those under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

2. Board of Directors Composition, Attendance & Meetings

As of March 31, 2016, the Board of the Company consisted of four non-executive directors and two executive directors with majority being independent directors. The composition of

the independent directors is in conformity with the Uniform Listing Agreement entered into with stock exchanges. The directorships held by the Directors are within the limits prescribed under Section 165 of the Companies Act, 2013. In compliance with Regulation 25 of SEBI LODR, none of the Independent Directors serve as Independent Directors in more than seven (7) listed companies and where any Independent Director is serving as whole-time director in listed company such director is not serving as Independent Director in more than three (3) listed companies. None of the directors on the Board, is a member of more than 10 committees or chairperson of more than 5 committees across all listed companies in which he/she is a director in terms of Regulation 26 of SEBI LODR.

The board met five (5) times during the financial year on May 26, 2015, August 12, 2015, November 9, 2015, February 9, 2016, and March 28, 2016. The names and categories of the directors on the Board, their attendance at Board meetings and last Annual General Meeting held during the year and the number of directorships in othe public companies and committee chairmanships / memberships held by them in all listed companies are given below:

Name of the Director /(DIN)

Category No. of board meetings attended

Attendance at the last AGM

August 12, 2015

Number of Directorship in

other public limited companies #

Number of Committees @

C M C MMr. L Lakshman(DIN 00012554)

Executive Chairman, Managing Director & Promoter

5 Yes - 6 1 5

Mr. L Ganesh(DIN 00012583)

Executive Vice-Chairman, Joint Managing Director & Promoter

5 Yes 3 7 1 7

Mr. Harish Lakshman(DIN 00012602)

Non-Executive & Promoter 4 Yes - 7 2 3

Mr. Shujaat Khan(DIN 00526891)

Non-Executive & Independent 3 Yes - 2 - -

Mr. Anjanikumar Choudhari (DIN 00234208)

Non-Executive & Independent 5 Yes - 1 1 1

Mr. Anil Kumar Nehru ^(DIN 00038849)

Non-Executive & Independent 5 Yes - 4 2 5

Dr Sheela Bhide*(DIN 01843547)

Non-Executive & Independent 4 Yes - 5 - -

Dr. V Sumantran^^(DIN 02153989)

Additional director - Non-Executive & Independent

NA NA

C : Chairman and M : Member# Excludes Companies exempted under Section 165 of the Companies Act, 2013 and foreign companies.@ Membership in Audit Committee and Stakeholders’ Relationship Committee of all listed companies only is considered as per Regulation 26 of SEBI LODR* Dr. Sheela Bhide was appointed as independent director with effect from November 13, 2014 by shareholders at the Seventy Ninth Annual General Meeting

(AGM) held on August 12, 2015. Her appointment also fulfils criteria of appointment of woman director under Regulation 17 of SEBI LODR. ^ Retired as per retirement policy of the company, on attaining age of 75 years, effective from conclusion of meeting of board of directors held on May 27, 2016.^^ Appointed at the meeting of board of directors held on May 27, 2016.

ANNExuRE - E to the Report of the Board of Directors

Corporate Governance Report


42

Mr. L Lakshman is related to Mr. L Ganesh and Mr. Harish Lakshman.

The information as prescribed under PART A of Schedule II pursuant to Regulation 17(7) of SEBI LODR such as annual operating plans and budgets, quarterly results for the Company, minutes of meetings of audit committee and other committees of the board, risk management and mitigation measures etc. are discussed by the Board of Directors.

Annual calendar for the Board and its committee meetings is circulated in advance to the directors, to facilitate them in attending the meetings. The directors are provided with detailed agenda for the meetings along with necessary annexures to effectively participate in discussions. The Company has a post board meeting review mechanism to monitor and follow up the effective execution of the decisions, directions or suggestions of the board and its committees, by the management.

The disclosure regarding meeting of independent directors, Board and directors performance evaluation are discussed in detail in the report of the Board of Directors.

The familiarisation programme for the independent directors is disclosed on the website of the Company and is available at http://rane.co.in/rhlinvestors.html .

3. Audit Committee

Composition, Attendance and Meetings

The composition of the Audit Committee of the Board is in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR. The Committee met five (5) times during the year May 26, 2015, August 12, 2015, November 9, 2015, February 9, 2016 and March 28, 2016. The details of members and their attendance are as below:

Name of the Director Category No of Meetings Attended

Mr. Anjanikumar Choudhari Chairman - Independent 5Mr. Anil Kumar Nehru ^ Member- Independent 5Mr. L Ganesh Member- Executive,

Promoter5

Mr Shujaat Khan ^^ Member- Independent NA

^ Retired effective conclusion of meeting of board of directors held on May 27, 2016^^ Inducted as a member effective conclusion of meeting of board of directors

held on May 27, 2016

All the members of the audit committee are financially literate and possess accounting and related financial management expertise.

The Company Secretary acts as the Secretary to the Committee.

The statutory auditors and the internal auditors were present as invitees in all the meetings. The Executive Chairman and

General Manager – Finance & CFO of the Company attended the meetings by invitation. Based on the requirement, other directors attended the meetings by invitation. All the recommendations of the audit committee during the year were considered, accepted and approved by the board.

Overall purpose and terms of reference

The purpose of the Audit Committee is to assist the Board of Directors (the “Board”) in reviewing the financial information which is disseminated to the shareholders and others, reviewing the systems of internal controls established in the Company, appointing, retaining and reviewing the performance of internal auditors and overseeing the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements.

The terms of reference of the Audit Committee are as per the provisions of the SEBI LODR read with Section 177 of the Companies Act, 2013. In line with these provisions the Company has framed an Audit Committee Charter, which is subject to review by the Audit Committee.

The roles of the Audit Committee inter-alia, includes, review of:-

• Quarterly / Annual financial statements with statutoryauditors and management before submission to the Board.

• Internal control systems, findings of any internalinvestigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board

• Internalaudit function, internalaudit reports relating tointernal control weaknesses and functioning of whistle blower mechanism.

• Evaluation of internal financial controls and riskmanagement systems

• Management discussion and analysis of financialcondition, results of operation financial and risk management policies of the Company.

• Defaults,ifany,inpaymentstodepositors,shareholders/creditors and the status of the inter-corporate loans and investments for scrutiny in detail.

• Approve related party transactions, including anysubsequent modifications thereto

• Compliance with listing and other legal requirementsrelating to financial statements

• Changes, if any, in accounting policies and practicesand reasons for the same, major accounting entries involving estimates based on the exercise of judgement by management and significant adjustments made in the financial statements arising out of the audit findings.

• Valuation of undertakings or assets of the company, asand when required


43

As per the charter and the terms of reference, the Audit Committee, also:

• Recommends appointment of Auditors and theirremuneration and approves the appointment of CFO

• Discusses the scope of audit and post-audit area ofconcern and qualifications, if any, with Statutory Auditors / Internal Auditors.

The audit committee reviews the quarterly unaudited / audited annual financial results of the Company. The unaudited results are subjected to limited review by the statutory auditors of the Company. The statutory auditors are eligible to issue limited review report as the audit firm has been subjected to peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI. The Audit Committee approves payments to statutory auditors for audit and non-audit services.

In accordance with the provisions of Companies Act, 2013, rules made thereunder and provisions of listing agreement / SEBI LODR, the audit committee accords prior approval for all Related party transactions (RPTs), including any modifications thereto, as per the policy on Related Party Transactions. The audit committee annually grants omnibus approvals for transactions that are routine or repetitive in nature and which are proposed to be undertaken / entered in the ordinary course of business at arm’s length basis. While according omnibus approvals, the Audit Committee takes into consideration the following factors viz., maximum value of the transactions, including value per transaction, extent and manner of disclosures made to the Audit Committee. On a quarterly basis the Audit Committee reviews related party transactions entered into by the company pursuant to each of the omnibus approval.

The Audit Committee reviews all mandatory information under Part C of Schedule II pursuant to Regulation 18 SEBI LODR, including review of internal auditor observations, if any, and statutory compliance.

4. Nomination and Remuneration Committee (NRC)

Composition, attendance and MeetingsThe Nomination and Remuneration Committee (NRC) is constituted by the Board in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR. The Committee met three (3) times during the year May 26, 2015, August 12, 2015 and February 9, 2016. The details of members and their attendance are as below:

Name of the Director Category No of Meetings Attended

Mr. Anjanikumar Choudhari

Chairman - Independent 3

Mr. Anil Kumar Nehru ^ Member- Independent 3Mr. Harish Lakshman Member- Non- Executive

& Promoter 2

Dr V Sumantran ^^ Member- Independent NA

^ Retired effective conclusion of meeting of board of directors held on May 27, 2016

^^ Inducted as a member effective conclusion of meeting of board of directors held on May 27, 2016

The NRC members considered inter alia, annual performance evaluation of directors and policy on leadership development and succession management and also policy on performance pay for senior management in accordance with the remuneration policy of the Company and its terms of reference.

Terms of Reference

• To formulate criteria for determining qualifications,positive attributes and independence of director for evaluation of performance of Independent Directors and the Board.

• To approve the remuneration policy of Directors, KeyManagerial Personnel (KMP) and Senior Management Personnel (SMP).

• TodevisepolicyonBoarddiversity.

• ToprovideguidancetotheBoardonmatters relatingtoappointment of Directors, Independent Directors, KMP and SMP, i.e., the core management team one level below the Executive Directors.

• To evaluate performance, recommend and reviewremuneration of the Executive Directors based on their performance.

• TorecommendtotheBoard,theextension/continuationof term of appointment of Independent Directors based on report of performance evaluation.

• Toconsiderandrecommendprofessional indemnityandliability insurance for Directors,KMP and SMP.

NRC laid down the criteria for evaluation of performance of the board, its committees and directors. In order to align employees with the organizational vision and growth strategies and motivate them to achieve business results, the NRC considered a policy on performance pay laying down the applicability, standards, parameters, methodology and governing rules and approved the policy on leadership development and succession management that focuses on leadership development architecture, leadership assessment across various levels, development plans / programs, human resource systems and processes.

Remuneration Policy

The Policy on appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) is available as ‘Annexure B’.


44

Details of Remuneration paid to Directors:

Type of Meeting Sitting Fees (`) per meeting

Board 30,000Audit Committee 10,000Nomination & Remuneration Committee 10,000Stakeholder’s Relationship Committee 5,000Corporate Social Responsibility Committee 5,000Finance Committee 2,500Executive Committee -

The Company paid sitting fees to the non executive directors apart from reimbursement of actual travel and out-of-pocket expenses incurred by them for attending the meetings. The details of remuneration including sitting fees paid to the directors and their shareholding as at March 31, 2016 are as follows:

Name of the Director Sitting Fees (`)

Remuneration (`)

Shares held@

Mr. L Lakshman* NA 2,08,63,318 11,14,745

Mr. L Ganesh* NA 1,30,26,636 12,09,533

Mr. Harish Lakshman 1,47,500 NA 1,24,882

Mr. Anjanikumar Choudhari 2,35,000 NA -

Mr. Anil Kumar Nehru 2,40,000 NA -

Mr. Shujaat Khan 90,000 NA -

Ms. Sheela Bhide 1,20,000 NA -

@ includes joint holdings & HUF

* No sitting fee is paid to Mr. L Lakshman and Mr. L Ganesh.

Note:

1. No other remuneration was paid to non-executive director except sitting fees.

2. Remuneration paid to Mr. L Lakshman, Executive Chairman and Mr. L Ganesh, Vice-Chairman are based on recommendation of Nomination and Remuneration Committee and pursuant to approval of the Board of Directors at their meeting held on August 12, 2015. The detailed break-up is provided in extract of Annual Report (MGT-9) in this Annual Report.

3. No shares were pledged by the directors. There is no stock option scheme prevailing in the Company.

5. Stakeholders’ Relationship Committee

Composition, attendance and meetingsThe Stakeholders’ Relationship Committee looks into grievance of shareholders and redresses them expeditiously in accordance with Section 178 of the Companies Act, 2013 and the requirements under Regulation 20 of SEBI LODR. The Company Secretary is the compliance officer of the company.

The Committee met two (2) times during the year November 9, 2015 and February 9, 2016. The details of members and their attendance are stated below:

Name of the Director Category No. of meetings Attended

Mr. Harish Lakshman Chairman - Non- Executive & Promoter

1

Mr. L Ganesh Member- Executive & Promoter

2

Mr. Anil Kumar Nehru ^ Member- Independent 2Dr. Sheela Bhide Member- Independent NA

^ Retired effective conclusion of meeting of board of directors held on May 27, 2016

^^ Inducted as a member effective conclusion of meeting of board of directors

held on May 27, 2016

Details of investor complaints for the year reviewed by the SRC are as under:

Nature of Complaint

Received during the year

Resolved Pending at the end of the year

Regulatory Authorities (MCA / SEBI / Stock Exchanges)

Annual Report related

3 3 -

Through Registrar & Transfer Agent

- - - -

Directly to Company

Annual Report related

1 1 -

No complaint was received under the SEBI Complaints Redressal System (SCORES). There was no investor complaints pending unresolved at the end of the financial year 2015 -16.

6. Corporate Social Responsibility (CSR) Committee

The CSR activities of the Company focus on four specific areas of (a) Education (b) Healthcare (c) Community Development (d) Environment. The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee. The composition of the Committee is as follows:

Name of the Director CategoryMr. L Lakshman Chairman - Executive &

PromoterMr. L Ganesh Member- Executive &

PromoterMr. Anjanikumar Choudhari Member- Independent


45

The CSR Committee met once during the year on May 26, 2015 and all the Committee members attended the meeting. The Company Secretary acts as the Secretary to the Committee. The Committee approves the annual CSR report, recommends the annual CSR expenditure budget and CSR activities undertaken for the financial year to the Board, as per the CSR policy of the Company.

The terms of reference of the Committee are as follows:

1. Formulate and recommend CSR Policy, for approval of the Board

2. Approve projects that are in line with the CSR policy 3. Have monitoring mechanisms in place to track the

progress of each project 4. Recommend the CSR expenditure to the Board of the

company for approval 5. Review new proposals and existing projects’ status

The report on CSR projects undertaken during the year 2015-16 as approved by the CSR committee in consultation with the Board is annexed to Directors’ Report as Annexure ‘D’.

7. Other Committees

Share Transfer Committee:

To expedite the process of share transfers, the Board has delegated the power of share transfer, transmission, dematerialization / rematerialization, split/consolidation, issue of duplicate share certificates etc. to a committee comprising of Senior Officials designated from time to time. The Committee meets to approve share transfers and transmissions and reports the details of transfer / transmissions of securities approved by the Committee to the Board at each meeting of the Board.

No sitting fees is payable to the committee members for attending meeting(s) of this Committee.

Finance Committee

The Finance Committee has been constituted to exercise the borrowing powers delegated by the Board, to approve the financial facilities in connection with the capital expenditures and working capital expenditures of the Company, as per the Annual Operating Plans approved by the Board. The Committee met once during the year, on June 19, 2015. Leave of absence was granted to Mr. L Lakshman for this meeting.

The Committee comprises of the following members:

Name of the Director CategoryMr. L Ganesh Chairman - Executive & PromoterMr. L Lakshman Member - Executive & PromoterMr. Harish Lakshman Member - Non- Executive & Promoter

Executive Committee

The Executive Committee has been constituted to carry out activities in connection with change in operation of bank accounts and authorization of officials under various legislations and other administrative matters between two consecutive meetings of the Board. The Committee met once during the year, on June 19, 2015. Leave of absence was granted to Mr. L Lakshman for this meeting.

The Committee comprises of the following members:

Name of the Director CategoryMr. L Ganesh Chairman - Executive & PromoterMr. L Lakshman Member - Executive & PromoterMr. Harish Lakshman Member - Non- Executive & Promoter

No sitting fees is payable to the committee members for attending meeting(s) of this Committee.

8. Code of conduct

The board of directors has laid down a code of conduct i.e. “Ethical Standards of Behaviour – RANE COMPASS” for all board members and employees of the Company in furtherance of its emphasis towards good corporate governance practices. The same has been posted on the website of the Company and is available at, http://rane.co.in/pdf/policies/coc.pdf. The board members and senior management personnel have affirmed their compliance with the code of conduct. Declaration from the Executive Chairman & Managing Director of the Company to this effect forms part of this report.

Prevention of Insider Trading

The Board of Directors have formulated “Rane Code to regulate, monitor and report trading by insiders and practices and procedures for fair disclosure of unpublished price sensitive information” in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 to prevent misuse of any unpublished price sensitive information and prohibit insider trading activity. The code of fair disclosure practices and procedures for unpublished price sensitive information is available at the website of the Company viz., http://www.rane.co.in/pdf/policies/rhlcfd.pdf


46

9. General Body Meetings

Details of previous three Annual General Meetings of the Company are as under:

Date of AGMSpecial Resolutions Passed

Time Venue

August 12, 2015 (Wednesday) (Seventy Ninth AGM)

1. Mortgage / create charge on assets under section 180(1)(a) of the Companies Act, 2013.

2. Adoption of new set of Articles of Association of the Company.

10.30 a.m.

The Music Academy (Mini Hall), New No. 168, TTK Road,

Royapettah, Chennai 600 014.

August 12, 2014 (Tuesday) (Seventy Eighth AGM)

1. Re-appointment of Mr. L Lakshman as Managing Director in designation of ‘Executive Chairman’.

2. Re-appointment of Mr. L Ganesh as Joint Managing Director in designation of ‘Vice- Chairman’.

3. Approve Borrowing powers of the Board u/s 180(1)(c) of the Companies Act, 2013.

10.15 a.m.

August 12, 2013 (Monday) (Seventy Seventh AGM)

No special resolution was passed

10.15 a.m.

10. Disclosures

1. During the year, the Company had not entered into any transaction of material nature with any of the promoters, directors, management or relatives or subsidiaries etc., which were in conflict with the interests of the Company. The details of the related party transactions as per AS 18 as stated in note 30 of the standalone financial statements have been reviewed/ approved by the Audit Committee. The policy on Related party Transaction is available on the website of the Company viz., http://www.rane.co.in/pdf/policies/rhlrpt.pdf

2. There was no instance of non-compliance by the Company on any matters relating to the capital markets; nor was there any penalty / strictures imposed by the stock exchanges or SEBI or any other statutory authority on such matters during the last three years.

3. There was no pecuniary relationship or transaction of non-executive directors vis-à-vis the Company which has potential conflict with the interests of the Company at large.

4. The Company has in place a mechanism to inform the board members about the risk assessment and mitigation plans and the periodical reviews to ensure that the critical risks are controlled by the executive management.

5. The Company has complied with all the mandatory requirements prescribed under Chapter IV of the SEBI LODR.

The Company has complied with the following non-mandatory requirements:-i. adopting best practices to ensure a regime of

unqualified financial statementsii. individual communication of half-yearly results to

shareholdersiii. Internal Auditor directly reporting to the Audit

Committee6. In order to comply with all laws governing the operations

and conduct of affairs of the Company in accordance with the highest ethical and legal standards, the Company has adopted a Statutory Compliance Kit (STACK). STACK is a structured process providing comprehensive reference framework to facilitate education to dealing personnel, execution, escalation and regular reviews to strengthen compliance management. The STACK is electronically integrated through an online platform (e-STACK) to improve the compliance management system and its efficiency. The master lists of statutory requirements are effectively complied through practice of Daily Routine Management (DRM) and Vital Activity Monitoring (VAM) charts. Reports relating to the compliance with various laws applicable to the Company are regularly reviewed and the vital issues are presented to the Audit Committee and the Board.

7. The Company has framed a policy for determining “material subsidiary” and the same is available on the Company’s website. (Link http://rane.co.in/pdf/policies/rhlmsp.pdf.)

8. The Independent Directors have confirmed that they meet the criteria of ‘Independence’ as stipulated under Sec 149 of the Companies Act, 2013 and Regulation 16 of the SEBI LODR.

9. The CEO and CFO of the Company have certified to the Board on the integrity of the financial statements, effectiveness of internal controls and significant changes in internal control /accounting policies during the year as required under Regulation 17(8) of the SEBI LODR and Companies Act, 2013.

10. The Company has complied with all mandatory requirements specified in Regulation 17 to 27 and Regulation 46(2)(b) to (i) of SEBI LODR.

11. Whistleblowermechanism

The Company has a whistle blower policy, which provides the vigil mechanism for reporting with reliable information on any improper or unethical practices or actions which are violative (actual or potential) of the code of the Company by any employee or others dealing with the Company. It also addresses the protection of whistle blower who makes protected disclosures under the policy and provides for direct access to the Chairman of the Audit Committee.


47

The policy and the mechanism for reporting has been appropriately communicated across all locations of the Company. The Whistle Blower policy has also been posted in the Company’s website URL: http://rane.co.in/pdf/policies/rhlwbpolicy.pdf

No person has been denied access to the ombudsperson / audit committee.

12. Means of Communication

The consolidated quarterly / annual financial results were published in “Business Standard” (English) and “Dinamani”

(Tamil). The financial results and the shareholding pattern were uploaded in the website of the stock exchanges and the Company viz. http://www.rane.co.in . During the year, presentations were made to analysts/institutional investors and was published on the website of the Company.

During last year, the shareholders of the Company whose e-mail addresses were registered with the Company / Depository Participants (DPs) were provided with a link to the annual report of the Company via e-mail and those who opted to receive the documents in physical mode were provided with a physical copy.

13. General Shareholder Information

i) Information about director seeking appointment / re-appointment in this Annual General Meeting (AGM) in compliance with Regulation 26(4) & 36(3) of SEBI LODR

Name of the Director Mr. Harish Lakshman Dr. V SumantranFather’s Name Mr. L Lakshman Mr. VenkataramaniDirector Identification Number (DIN)

00012602 02153989

Date of Birth 12.02.1974 27.09.1958Educational Qualifications

B.E. - BITS Pilani, MSM - Purdue University, USA MS and Ph.D. degrees in Aerospace Engineering ‘Princeton University & Virginia Tech’ and a Master’s degree in Management of Technology. He is a Fellow of SAE International and a Fellow of the Indian National Academy of Engineers.

Experience / Expertise Mr. Harish Lakshman has over 21 years of industrial experience and has held various positions in the areas of Marketing, Operations and Business Development Overseas. He currently spearheads the future growth plan for the Rane group.

Dr. Sumantran has over 30 years of experience and is currently the Chairman of Celeris Technologies and an advisor to several leading Fortune-100 organizations in autos, industrial equipment, defence and aerospace. He was Executive Vice-Chairman of Hinduja Automotive, UK, the auto and manufacturing sector holding company of the Hinduja Group as well as Vice Chairman of Ashok Leyland.He also served on the Science Advisory Council of the Prime Minister of India and Scientific Advisory Committee to the Cabinet of the Indian Government. He was a member of the National Manufacturing Competitiveness Council and served as Chairman, National Defence Council of the Confederation of Indian Industry until 2013.

Date of appointment 19.05.2004 27.05.2016Relationship with other directors

Son of Mr. L Lakshman, Executive Chairman of the Company

Nil

Directorships in listed entities

Vice-ChairmanRane Engine Valve Ltd.

Director1. Rane Holdings Ltd. 2. Rane Brake Lining Ltd.3. Rane (Madras) Limited

DirectorUcal Fuel Systems Limited

additional DirectorRane Holdings Ltd.


48

Name of the Director Mr. Harish Lakshman Dr. V SumantranCommittee Memberships in listed entities

Chairman – Stakeholders’ Relationship Committee1. Rane Holdings Ltd.2. Rane Brake Lining Ltd.

Member – Stakeholders’ Relationship CommitteeRane (Madras) Ltd.

Member - nomination and Remuneration CommitteeRane Holdings Ltd.

Member - nomination and Remuneration Committee Rane Holdings Ltd.

Number of shares held (includes joint holding)

1,24,882* Nil

*Includes joint shareholding

ii) Annual General Meeting August 11, 2016 at 10.15 a.m. The Music Academy (Mini Hall) New No.168, TTK Road, Royapettah, Chennai 600 014

iii) Financial Year 1st April - 31st March Financial Calendar:

Board meeting for approval of Tentative Date

Annual Accounts for the year ended March 31, 2016

May 27, 2016

Un-audited results for the 1st quarter ending June 30, 2016

August 11, 2016

Un-audited results for the half year ending September 30, 2016

By the second week of November 2016

Un-audited results for the nine months ending December 31, 2016

By the second week of February 2017

Annual Audited for the year ending March 31, 2017

By last week of May 2017

iv) Dividend:

Interim Dividend During the year 2015 -16, the board of directors declared

an interim dividend of 100% (i.e., ` 10/- per share) on the equity share capital on March 10, 2016. The interim dividend was paid on March 23, 2016 to all the eligible shareholders whose name appeared in the Registered of members of the Company as on March 18, 2016 (being the Record Date) fixed for this purpose.

The Board of Directors did not recommend any final dividend for the year 2015 -16.

v) Listing on Stock Exchanges:

Stock Exchange Stock Code

National Stock Exchange of India Ltd. (NSE)Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai 400 051

RANEHOLDIN

BSE Ltd. (BSE)Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

505800

Listing Fee The shares of the Company are listed on NSE & BSE which

provide nationwide access to trade and deal in Company’s equity shares across the country. The Company has paid the Annual Listing fee for the financial year 2016 – 17 to NSE & BSE where the shares of the Company continue to be listed.

vi) unpaid / unclaimed Dividends: Pursuant to the provisions of Section 124 of the

Companies Act, 2013, dividend for the financial year ended March 31, 2009, which remain unclaimed for a period of seven years, are required be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government within the respective due dates. The Company had transferred to IEPF, an amount of ` 2,70,252/- pertaining to the dividend for the financial year ended March 31, 2009.


49

The Company has sent reminder letters to each of the shareholder whose dividend is remaining unclaimed as per the records available with the Company. Members who have not encashed the dividend warrants are requested to make their claim to the Company. Information in respect of unclaimed dividends and the due dates for transfer to the IEPF are given below:

Year Date of declaration

Dividend per share # (`)

Amount outstanding in

unclaimed Dividend Account (as on 31.03.2016) (`)

Last Date for claiming unpaid

Dividend

Due date for transfer to IEPF

31.03.2010* 29.01.2010 6.00 4,25,682.00 06.03.2017 05.04.2017

31.03.2010 29.07.2010 2.00 1,36,810.00 03.09.2017 03.10.2017

31.03.2011* 03.02.2011 7.50 5,00,302.50 11.03.2018 10.04.2018

31.03.2011 05.08.2011 5.00 3,60,830.00 10.09.2018 10.10.2018

31.03.2012* 06.02.2012 6.00 4,84,848.00 13.03.2019 12.04.2019

31.03.2012 10.08.2012 4.00 2,89,492.00 15.09.2019 15.10.2019

31.03.2013* 06.02.2013 3.50 2,97,125.50 14.03.2020 13.04.2020

31.03.2013 12.08.2013 4.50 3,69,036.00 17.09.2020 17.10.2020

31.03.2014 12.08.2014 6.50 5,65,103.50 17.09.2021 17.10.2021

31.03.2015 12.08.2015 7.50 7,05,847.50 17.09.2022 17.10.2022

# -Share of paid-up value of ` 10/- per share.* - Interim Dividend

During the year, the Company had filed with Registrar of Companies, the details of all unpaid and unclaimed amounts as on August 12, 2015 in accordance with the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012. The above details were also uploaded in the website of the Company viz. www.rane.co.in.

In respect of interim dividend declared by the board of directors on March 10, 2016, dividends remaining unpaid / unclaimed has been transferred to an unclaimed dividend account on April 15, 2016. The last date for claiming such amount, in terms of Section 124 of the Companies Act, 2013, shall be April 15, 2023.

vii unclaimed share certificates: Under clause 5A (II) of the listing agreement / Regulation 39 of SEBI LODR, the Company has previously sent three reminders

to the shareholders for getting their confirmation on unclaimed shares.

Details of unclaimed Shares Suspense account Number of shareholders Number of shares outstanding

Aggregate at the beginning of the year 597 80,011

Requests for transfer during the year 13 4,640

Transfers during the year 13 4,640

Balance at the end of the year 584 75,371

The voting rights of these shareholders remains frozen till the rightful owner of such shares claims the same.


50

viii Share price data The share price data (based on closing price) as quoted on the National Stock Exchange of India Ltd. and BSE Ltd. along with

the movement in the respective stock index during the last financial year viz., April 1, 2015 – March 31, 2016 is given below :

Month BSE Share Prices (`) BSE Sensex NSE Share Prices (`) NSE Nifty

High Low High Low High Low High Low

April 2015 697.00 570.75 29,044.44 27,011.31 696.20 573.90 8,834.00 8,181.50

May 2015 612.00 563.50 27,957.5 26,599.11 604.45 572.25 8,458.95 8,057.30

June 2015 608.75 575.00 27,895.97 26,370.98 601.55 565.35 8,433.40 7,965.35

July 2015 650.50 585.00 28,504.93 27,459.23 642.50 586.95 8,633.50 8,328.55

August 2015 741.25 602.50 28,298.13 25,714.66 742.45 600.05 8,588.65 7,791.85

September 2015 641.00 565.75 26,218.91 24,893.81 648.10 570.25 7,981.90 7,558.80

October 2015 663.00 607.00 27,470.81 26,220.95 654.75 601.55 8,295.45 7,950.90

November 2015 647.25 585.50 26,590.59 25,482.52 648.00 595.40 8,060.70 7,731.80

December 2015 630.00 592.25 26,169.41 25,036.05 625.20 594.55 7,954.90 7,610.45

January 2016 624.50 552.75 26,160.9 23,962.21 624.80 534.75 7,963.20 7,276.80

February 2016 596.50 495.00 24,824.83 22,951.83 595.80 498.40 7,555.95 6,970.60

March 2016 552.20 488.00 25,341.86 23,779.35 561.60 499.70 7,735.20 7,222.30

(Source: BSE: www.bseindia.com ; NSE: www.nseindia.com)

ix Registrar and Transfer Agent (RTA) The contact details of the RTA are as follows:-

Integrated Enterprises (India) Ltd.,II Floor, ‘Kences Towers’,No.1, Ramakrishna Street, North Usman Road,T. Nagar, Chennai – 600 017.Phone: 28140801 – 03, Fax: 28142479, 28143378.e-mail: [email protected]

Name of the contact person: Mr. Suresh Babu K. Senior Vice-President

x Share transfer system & Share Capital Audit The power to approve transfer of shares has been

delegated by the Board to the Share Transfer Committee

which approves the share transfers and de-mat / re-mat requests in coordination with the RTA. Share transfers are approved within fifteen days from date of receipt of valid request. Transmission requests are also processed within time stipulated under SEBI LODR. On a half-yearly basis the compliance with the share transfer / transmission formalities is audited by a Practising Company Secretary (PCS) in terms of clause 47(c) of the Listing Agreement / Regulation 40(10) of SEBI (LODR) with the stock exchanges and a certificate to this effect is filed with the stock exchanges.

A reconciliation of share capital audit in terms of regulation 55A of SEBI (Depositories and Participants) Regulations, 1996 is taken up on a quarterly basis and the report of the

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51

Practicing Company Secretary is filed with the stock exchanges certifying that the total listed capital of the Company is in agreement with the total number of shares in physical and dematerialized form and that there is no difference between the issued and the listed capital of the Company.

xi) Distribution of shareholding as on March 31, 2016

No. of Shares Held Shareholders Shares

Number % to Total Number % to TotalUpto 500 7,550 88.34 6,89,147 4.83501 - 1,000 399 4.66 3,00,641 2.111,000 - 2,000 241 2.82 3,49,306 2.452,001 - 3,000 117 1.37 297634 2.083,001 - 4,000 33 0.40 113789 0.804,001 - 5,000 27 0.32 1,23,343 0.865,001 - 10,000 67 0.78 4,96,059 3.4710,000 & Above 112 1.31 1,19,07,890 83.40Total 8,546 100.00 1,42,77,809 100.00

xii) Shares Dematerialisation of shares and liquidity The Company has entered into the necessary agreements with National Securities Depository Limited and Central Depository

Services (India) Limited for dematerialisation of the shares held by investors. As of March 31, 2016, about 97.96% of the shareholdings have been dematerialised.

Comparative chart of physical and demat holdings for the current and previous financial year is given below:

ParticularsNumber of shares % to total capital

As on March 31, 2016




Physical 2,90,624 3,63,341 2.04 2.55

Demat 1,39,87,185 1,39,14,468 97.96 97.45

Total 1,42,77,809 1,42,77,809 100.00 100.00

The promoter and promoter group hold their entire shareholding only in dematerialised form. Reconciliation of share capital audited by practicing company secretary is furnished every quarter to the stock exchanges,

where the shares of the Company are listed. Demat ISIN Number: INE384A01010 The Company has not issued any equity share with differential voting rights nor granted stock options nor sweat equity.xv) Address for communication

The Compliance OfficerRane Holdings LimitedRane Corporate Centre“Maithri” 132, Cathedral RoadChennai 600 086.Phone : 28112472 Fax : 28112449E-mail: [email protected]

OR

Mr. Suresh Babu K.Senior Vice-President Integrated Enterprises (India) Ltd.,II Floor, ‘Kences Towers’No.1, Ramakrishna Street North Usman Road T. Nagar, Chennai 600 017Phone:28140801–03 Fax:28142479E-mail: [email protected]


52

Declaration by Chief Executive Officer on Code of Conduct Pursuant to Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The MembersRane Holdings Limited

I, hereby declare that to the best of my knowledge and information, all the Board members and senior management personnel have affirmed compliance with ‘Ethical Standards of Behaviour – RANE COMPASS’, the code of conduct, for the year ended March 31, 2016.

Chennai L LakshmanMay 27, 2016 Executive Chairman & Managing Director


53

Auditor’s Certificate on Corporate Governance

To

The MembersRane Holdings Limited

1. We have examined the compliance of conditions of Corporate Governance by RANE HOLDINGSLIMITED (“the Company”), for the year ended on March 31, 2016, as stipulated in:

• Clause49(excludingclause49(VII)(E))oftheListingAgreementsoftheCompanywithstockexchange(s)fortheperiodfrom April 01, 2015 to November 30, 2015.

• Clause49(VII)(E)oftheListingAgreementsoftheCompanywiththestockexchange(s)fortheperiodfromApril01,2015to September 01, 2015.

• Regulation23(4)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015(theListingRegulations)for the period from September 02, 2015 to March 31, 2016 and

• Regulations17to27(excludingregulation23(4))andclauses(b)to(i)ofregulation46(2)andparaC,DandEofScheduleV of the Listing Regulations for the period from December 01, 2015 to March 31, 2016.

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in India, to the extent relevant, and as per the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India.

4. In our opinion and to the best of our information and according to our examination of the relevant records and the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and regulation 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C , D and E of Schedule V of the Listing Regulations for the respective periods of applicability as specified under paragraph 1 above, during the year ended March 31, 2016.

5. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Deloitte Haskins & Sells

Chartered Accountants(Firm’s Registration No. 008072S)

Geetha SuryanarayananPlace: Chennai PartnerDate: May 27, 2016 (Membership No. 29519)


54

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) CIN : L35999TN1936PLC002202(ii) Registration Date : March 03, 1936(iii) Name of the Company : Rane Holdings Limited(iv) Category / Sub-Category of the Company : Public Company – Limited by Shares

Indian Non-Government Company(v) Address of the Registered office and contact details : ‘Maithri’ No.132, Cathedral Road, Chennai – 600 086

Phone: 044 – 2811 2472; Fax: 044 – 2811 2449(vi) Whether listed company : Yes(vii) Name, Address and Contact details of Registrar and Transfer

Agent, if any: Integrated Enterprises (India) Limited II Floor, ‘Kences Towers’, No.1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai – 600 017. E-mail: [email protected] Phone: 044 2814 0801; Fax: 044 2814 2479

II. PRINCIPAL BuSINESS ACTIVITIES OF THE COMPANY:All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S.No Name and Description of main products / services NIC Code of the Product/ service

% to total turnover of the company

1 Dividend income 642-6420-64200 32.602 Trademark fees 774-7740-77400 30.003 Information technology support service 620-6202-62020 15.634 Management consultancy service 702-7020-70200 12.17

III. PARTICuLARS OF HOLDING, SuBSIDIARY AND ASSOCIATE COMPANIES :

S. No Name of the company Address of the company CIN/GLN% of shares

heldApplicable

SectionSubsidiary Companies1. Rane (Madras) Ltd. ‘Maithri’ No.132, Cathedral Road,

Chennai – 600086 Tamil Nadu

L65993TN2004PLC052856 56.31%

2(87)

2. Rane Engine Valve Ltd. L74999TN1972PLC006127 51.07%3. Rane Brake Lining Ltd. L63011TN2004PLC054948 46.09%

4.Rane Holdings America Inc.

160 Greentree Drive, Suite 101, Dover City, County of Kent, 19904.

Not Applicable 100.00%


heldApplicable

SectionStep Down Subsidiary Companies

5.Rane (Madras) International Holdings B.V.

Hoogoorddreef15,1101 BA Amsterdam, The Netherlands

Not applicable 100.00% 2(87)

6.Rane Precision Die Casting Inc.

232 Hopkinsville RoadRussellville KY 42276-1280 United States of America

Not applicable 100.00% 2(87)

ANNExuRE - F to the Report of the Board of Directors

Extract of Annual Return as on the financial year ended on March 31, 2016


55


heldApplicable

SectionJoint Venture Companies

7.Rane TRW Steering Systems Private Ltd. ‘Maithri’ No.132, Cathedral Road,

Chennai – 600086 Tamil Nadu

U35999TN1987PTC014600 50.00%

2(6)8.Rane NSK Steering Private Systems Ltd.

U29141TN1995PTC030621 49.00%

9.JMA Rane Marketing Ltd.

2E/5 Jhandewalan Extension, New Delhi - 110055

U51909DL1991PLC042645 49.00%

Associate Company

10.SasMos HET Technologies Ltd.

Block GA, NPR Complex, Plot No. 311, Survey No.197 Hoody Village, K.R. Puram Hobli, Bangalore East Taluk, Bangalore, Karnataka - 560048

U72900KA2007PLC044415 45.24% 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2015]

No. of Shares held at the end of the year [As on 31-March-2016]

% Change during

the yearDemat Physical Total% of Total

SharesDemat Physical Total

% of Total Shares

A. Promoter(s)(1) Indiana) Individual/ HUF 32,48,127 - 32,48,127 22.75 32,57,696 - 32,57,696 22.82 0.07

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f ) Any other - - - - - - - - -

Sub-total (A) (1):- 32,48,127 - 32,48,127 22.75 32,57,696 - 32,57,696 22.82 0.07

(2) Foreigna) NRIs – Individuals 33,77,662 - 33,77,662 23.66 33,77,662 - 33,77,662 23.66 0.00

b) Other – Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f ) Any other - - - - - - - - -

Sub-total (A) (2):- 33,77,662 - 33,77,662 23.66 33,77,662 - 33,77,662 23.66 -

Total Promoter Shareholding (A) = (A)(1)+ (A)(2)

66,25,789 - 66,25,789 46.41 66,35,358 - 66,35,358 46.48 0.07

B. Public Shareholding1. Institutions

a) Mutual Funds 11,05,918 150 11,06,068 7.75 12,93,008 150 12,93,158 9.057 1.31

b) Banks / FI 1,660 3,659 5,319 0.037 361 3,659 4,020 0.028 (0.009)

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f ) Insurance Companies 6,79,573 - 6,79,573 4.76 6,79,573 - 6,79,573 4.76 -

g) FIIs 9,491 - 9,491 0.066 12,773 - 12,773 0.089 0.023

h) Foreign Venture Capital Funds

- - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- 17,96,642 3,809 18,00,451 12.61 19,85,715 3,809 19,89,524 13.93 1.32


56

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2015]

No. of Shares held at the end of the year [As on 31-March-2016]

% Change during

the yearDemat Physical Total% of Total

SharesDemat Physical Total

% of Total Shares

2. Non-Institutions

a) Bodies Corp.

i) Indian 9,41,994 2,838 9,44,832 6.62 8,97,493 2,838 9,00,331 6.31 (0.31)

ii) Overseas 5,41,125 - 5,41,125 3.79 5,41,125 - 5,41,125 3.79 -

b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakh

20,31,468 3,00,240 23,31,708 16.33 19,02,894 2,61,417 21,64,311 15.16 (1.17)

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

17,71,926 54,294 18,26,220 12.79 18,20,808 20,400 18,41,208 12.90 0.10

c) Others (specify)

Non Resident Indians 57,546 2,160 59,706 0.42 58,382 2,160 60,542 0.42 0.01

Overseas Corporate Bodies - - - - - - - - -

Foreign Nationals - - - - - - - - -

Clearing Members 4,868 - 4,868 0.03 5,996 - 5,996 0.04 0.01

Trusts - - - - - - - - -

Foreign Bodies - D R - - - - - - - - -

Limited Liability Partnership 63,099 - 63,099 0.44 64,043 - 64,043 0.45 0.01

Rane Holdings Limited - Unclaimed Shares Suspense Account

80,011 - 80,011 0.56 75,371 - 75,371 0.53 (0.03)

Sub-total (B)(2):- 54,92,037 3,59,532 58,51,569 40.98 53,66,112 2,86,815 56,52,927 39.59 (1.38)

Total Public Shareholding (B) = (B)(1)+ (B)(2)

72,88,679 3,63,341 76,52,020 53.59 73,51,827 2,90,624 76,42,451 53.53 (0.06)

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 1,39,14,468 3,63,341 1,42,77,809 100.00 1,39,87,185 2,90,624 1,42,77,809 100.00 0.01

(ii) Shareholding of Promoters:

S. No. Shareholder’s Name

At the beginning of the year At the end of the year% change

in share holding

during the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

No. of Shares


company



1 Raman T G G 14,84,056 10.39 - 14,84,056 10.39 - 0.00

2 Ganesh L & Meenakshi Ganesh 7,12,196 4.99 - 7,12,196 4.99 - 0.00

3 Lakshman L & Pushpa Lakshman 6,62,940 4.64 - 6,62,940 4.64 - 0.00

4 Rathika R Sundaresan 6,25,066 4.38 - 6,25,066 4.38 - 0.00

5 Geetha Raman Subramanyam 6,25,065 4.38 - 6,25,065 4.38 - 0.00

6 Ranjini R Iyer 6,25,065 4.38 - 6,25,065 4.38 - 0.00

7 Meenakshi Ganesh & Ganesh L 3,05,430 2.14 - 3,05,430 2.14 - 0.00

8 Vanaja Aghoram 2,75,635 1.93 - 2,75,635 1.93 - 0.00

9 L Lakshman (HUF) 2,16,986 1.52 - 2,16,986 1.52 - 0.00

10 Pushpa Lakshman & Lakshman L 1,95,199 1.37 - 1,95,199 1.37 - 0.00

11 Ganesh L (HUF) 1,91,907 1.34 - 1,91,907 1.34 - 0.00

12 Shanthi Narayan 1,35,722 0.95 - 1,35,722 0.95 - 0.00

13 Harish Lakshman 1,24,817 0.87 - 1,24,817 0.87 - 0.00


57

S. No. Shareholder’s Name

At the beginning of the year At the end of the year% change

in share holding

during the year

No. of Shares


company



No. of Shares


company



14 Aditya Ganesh 1,14,281 0.80 - 1,14,281 0.80 - 0.00

15 Vinay Lakshman 1,06,698 0.75 - 1,06,698 0.75 - 0.00

16 Aparna Ganesh 68,511 0.48 - 68,511 0.48 - 0.00

17 T G Ramani 61,452 0.43 - 61,452 0.43 - 0.00

18 Lakshman L 39,620 0.28 - 39,620 0.28 - 0.00

19 Malavika Lakshman 18,657 0.13 - 18,657 0.13 - 0.00

20 Rekha Sundar 15,610 0.11 - 15,610 0.11 - 0.00

21 Pushpa Lakshman - - - 10,569 0.07 - 0.07

22 Chitra Sundaresan 12,709 0.09 - 11,709 0.08 - -0.01

23 Suchitra Narayan 2,979 0.02 - 2,979 0.02 - 0.00

24 Pravin Kumar 2,800 0.02 - 2,800 0.02 - 0.00

25 Sumant Narayan 2,223 0.02 - 2,223 0.02 - 0.00

26 Keshav Harish Lakshman 100 0.00 - 100 0.00 - 0.00

27Malavika Lakshman & Harish Lakshman

65 0.00 - 65 0.00 - 0.00

TOTAL 66,25,789 46.41 - 66,36,358 46.48 - 0.06

(iii) Change in Promoters’ Shareholding:

Particulars

Shareholding at the beginning of the year (As on April 01, 2015)

Cumulative Shareholding during the year(As on March 31, 2016)

No. of shares% of total shares of

the companyNo. of shares

% of total shares of the company

At the beginning of the year 66,25,789 46.41 66,25,789 46.41

Ganesh L & Meenakshi Ganesh 7,12,196 4.99 7,12,196 4.99

Lakshman L & PushpaLakshman 6,62,940 4.64 6,62,940 4.64

Meenakshi Ganesh 3,05,430 2.14 3,05,430 2.14

Vanaja Aghoram 2,75,635 1.93 2,75,635 1.93

L Lakshman (HUF) 2,16,986 1.52 2,16,986 1.52

Pushpa Lakshman & L Lakshman 1,95,199 1.37 1,95,199 1.37

Pushpa Lakshman - 0.00 - 0.00

Ganesh L (HUF) 1,91,907 1.34 1,91,907 1.34

Shanthi Narayan 1,35,722 0.95 1,35,722 0.95

Harish Lakshman 1,24,817 0.87 1,24,817 0.87

Aditya Ganesh 1,14,281 0.80 1,14,281 0.80

Vinay Lakshman 1,06,698 0.75 1,06,698 0.75

Aparna Ganesh 68,511 0.48 68,511 0.48

Lakshman L 39,620 0.28 39,620 0.28

Malavika Lakshman 18,657 0.13 18,657 0.13

Keshav Harish Lakshman 100 0.00 100 0.00

Malavika Lakshman & Harish Lakshman 65 0.00 65 0.00

Raman T G G 14,84,056 10.39 14,84,056 10.39

Rathika R Sundaresan 6,25,066 4.38 6,25,066 4.38

Geetha Raman Subramanyam 6,25,065 4.38 6,25,065 4.38

Ranjini R Iyer 6,25,065 4.38 6,25,065 4.38

T G Ramani 61,452 0.43 61,452 0.43


58

Particulars

Shareholding at the beginning of the year (As on April 01, 2015)

Cumulative Shareholding during the year(As on March 31, 2016)

No. of shares% of total shares of

the companyNo. of shares

% of total shares of the company

Rekha Sundar 15,610 0.11 15,610 0.11

Chitra Sundaresan 12,709 0.09 12,709 0.09

Suchitra Narayan 2,979 0.02 2,979 0.02

Pravin Kumar 2,800 0.02 2,800 0.02

Sumant Narayan 2,223 0.02 2,223 0.02

Date wise increase / decrease in Promoters shareholding during the year specifying the reasons for increase /decrease: (e.g. allotment /transfer / bonus/ sweat equity etc.)

Chitra Sundaresan

Sale of shares – 02.12.2015 1000 0.00 1000 0.00

Pushpa Lakshman

Transmission of shares – 22.01.2016 10,569 0.07 10,569 0.07

At the end of the year


Lakshman L & Pushpa Lakshman 6,62,940 4.64 6,62,940 4.64

Meenakshi Ganesh 3,05,430 2.14 3,05,430 2.14

Vanaja Aghoram 2,75,635 1.93 2,75,635 1.93

L Lakshman (HUF) 2,16,986 1.52 2,16,986 1.52


Pushpa Lakshman - 0.00 10569 0.07

Ganesh L (HUF) 1,91,907 1.34 1,91,907 1.34

Shanthi Narayan 1,35,722 0.95 1,35,722 0.95

Harish Lakshman 1,24,817 0.87 1,24,817 0.87

Aditya Ganesh 1,14,281 0.80 1,14,281 0.80

Vinay Lakshman 1,06,698 0.75 1,06,698 0.75

Aparna Ganesh 68,511 0.48 68,511 0.48

Lakshman L 39,620 0.28 39,620 0.28

Malavika Lakshman 18,657 0.13 18,657 0.13

Keshav Harish Lakshman 100 0.00 100 0.00

Malavika Lakshman & Harish Lakshman 65 0.00 65 0.00

Raman T G G 14,84,056 10.39 14,84,056 10.39

Rathika R Sundaresan 6,25,066 4.38 6,25,066 4.38

Geetha Raman Subramanyam 6,25,065 4.38 6,25,065 4.38

Ranjini R Iyer 6,25,065 4.38 6,25,065 4.38

T G Ramani 61,452 0.43 61,452 0.43

Rekha Sundar 15,610 0.11 15,610 0.11

Chitra Sundaresan 11,709 0.09 11,709 0.09

Suchitra Narayan 2,979 0.02 2,979 0.02

Pravin Kumar 2,800 0.02 2,800 0.02

Sumant Narayan 2,223 0.02 2,223 0.02

Total at the end 66,25,789 46.41 66,36,358 46.48


59

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No. For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Date(DD/MM/

YYYY)

Increase/ Decrease in

shareholding

% of total shares of the

company

Reason Cumulative Shareholding during the

year

No. of shares


company

No. of shares


company

1 Sundaram Mutual Fund A/C Sundaram Select Micro

7,87,509 5.52 22/05/2015 2,362 0.02 Purchase 7,89,871 5.53

29/05/2015 1,720 0.01 Purchase 7,91,591 5.54

09/10/2015 8,634 0.06 Purchase 8,00,225 5.61

08/01/2016 13 0.00 Purchase 8,00,308 5.61

12/02/2016 70 0.00 Purchase 8,00,308 5.61

2 Nisshinbo Holdings Inc. 5,41,125 3.79 - - - - 5,41,125 3.79

3 United India Insurance Company Limited

4,31,396 3.02 - - - - 4,31,396 3.02

4 UTI Capital Protection Oriented Scheme

3,18,409 2.23 10/04/2015 28,553 0.20 Purchase 3,46,962 2.43

24/04/2015 5,480 0.04 Purchase 3,52,442 2.47

01/05/2015 2,657 0.02 Purchase 3,55,099 2.49

05/06/2015 226 0.00 Purchase 3,55,325 2.49

12/06/2015 10,173 0.07 Purchase 3,65,498 2.56

19/06/2015 16,915 0.12 Purchase 3,82,413 2.68

26/06/2015 3,411 0.02 Purchase 3,85,824 2.70

30/06/2015 5,740 0.04 Purchase 3,91,564 2.74

03/07/2015 1,800 0.01 Purchase 3,93,364 2.76

21/08/2015 1,164 0.01 Purchase 3,94,528 2.76

28/08/2015 6,332 0.04 Purchase 4,00,860 2.81

04/09/2015 1 0.00 Purchase 4,00,861 2.81

11/09/2015 3,858 0.03 Purchase 4,04,719 2.84

18/09/2015 952 0.01 Purchase 4,05,671 2.84

30/09/2015 186 0.00 Purchase 4,05,857 2.84

02/10/2015 2,095 0.02 Purchase 4,07,952 2.86

09/10/2015 2,891 0.02 Purchase 4,10,843 2.88

16/10/2015 4,624 0.03 Purchase 4,15,467 2.91

23/10/2015 190 0.00 Purchase 4,15,657 2.91

30/10/2015 3,957 0.03 Purchase 4,19,614 2.94

06/11/2015 16 0.00 Purchase 4,19,630 2.94

20/11/2015 7,005 0.05 Purchase 4,26,635 2.99

27/11/2015 235 0.00 Purchase 4,26,870 2.99

04/12/2015 3,282 0.02 Purchase 4,30,152 3.01

11/12/2015 4,445 0.03 Purchase 4,34,597 3.04

18/12/2015 4,498 0.03 Purchase 4,39,095 3.08

15/01/2016 6,764 0.05 Purchase 4,45,859 3.12

22/01/2016 6,690 0.05 Purchase 4,52,549 3.17

29/01/2016 2,341 0.02 Purchase 4,54,890 3.19

05/02/2016 12,862 0.09 Purchase 4,67,752 3.28

12/02/2016 12,488 0.09 Purchase 4,80,240 3.36

19/02/2016 3,000 0.02 Purchase 4,83,240 3.39


60

Sl. No. For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Date(DD/MM/

YYYY)

Increase/ Decrease in

shareholding


company

Reason Cumulative Shareholding during the

year

No. of shares


company

No. of shares


company

26/02/2016 3,817 0.03 Purchase 4,87,057 3.41

11/03/2016 2,509 0.02 Purchase 4,89,566 3.43

5 Enam Shares & Securities Private Limited

3,01,541 2.11 - - - - 3,01,541 2.11

6 Enam Securities Pvt Ltd 3,01,541 2.11 04/03/2016 3,01,541 (2.11) Transfer - -

7 General Insurance Corporation of India

2,18,623 1.53 - - - - 2,18,623 1.53

8 Anil Kumar Goel 2,10,319 1.47 10/04/2015 12,681 0.09 Purchase 2,23,000 1.56

01/05/2015 364 0.00 Purchase 2,23,364 1.56

08/05/2015 391 0.00 Purchase 2,23,755 1.57

15/05/2015 245 0.00 Purchase 2,24,000 1.57

29/05/2015 500 0.00 Purchase 2,24,500 1.57

05/06/2015 500 0.00 Purchase 2,25,000 1.58

9 Kumari Investment Corporation Private Limited

1,47,050 1.03 - - - - 1,47,050 1.03

10 V S T Tillers Tractors Limited

1,25,000 0.88 - - - - 1,25,000 0.88

11 Hiten Anantrai Sheth 1,16,307 0.82 - - - - 1,16,307 0.82

12 Accolade Finvest Private Limited

1,13,000 0.79 27/11/2015 (1,13,000) (0.79) Transfer - -

13 Prescient Wealth Management Pvt Ltd

1,13,000 0.79 - - - Purchase 1,13,000 0.79

14 Seema Goel 94,000 0.66 - - - - 94,000 0.66

15 M M Narayanamma 87,968 0.62 - - - - 87,968 0.62

16 Rane Holdings Limited - Unclaimed Shares Suspense

80,011 0.56 15/05/2015 (50) 0.00 Transfer 79,961 0.56

12/06/2015 (50) 0.00 Transfer 79,911 0.56

30/06/2015 (12) 0.00 Transfer 79,899 0.56

03/07/2015 (100) 0.00 Transfer 79,799 0.56

04/08/2015 (50) 0.00 Transfer 79,749 0.56

16/10/2015 (3,147) (0.02) Transfer 76,602 0.54

19/02/2016 (338) 0.00 Transfer 76,264 0.53

26/02/2016 (655) (0.01) Transfer 75,609 0.53

11/03/2016 (238) 0.00 Transfer 75,371 0.53

17 Bachaladharani 62,126 0.44 - - - - 62,126 0.44

18 S. Shyam 58,245 0.41 12/06/2015 13,500 0.10 - 71,745 0.50

19/06/2015 110 0.00 71,855 0.50

16/10/2015 39,500 0.28 1,11,355 0.78

22/01/2016 (30,000) (0.21) 81,355 0.57


61

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

At the beginning of the year



Lakshman L (HUF) 2,16,986 1.52 2,16,986 1.52


Ganesh L (HUF) 1,91,907 1.34 1,91,907 1.34

Harish Lakshman 1,24,817 0.87 1,24,817 0.87

Lakshman L 39,620 0.28 39,620 0.28

Date wise Increase / Decrease in directors and key managerial personnel during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NO CHANGE

At the end of the year



Lakshman L (HUF) 2,16,986 1.52 2,16,986 1.52


Ganesh L (HUF) 1,91,907 1.34 1,91,907 1.34

Harish Lakshman 1,24,817 0.87 1,24,817 0.87

Lakshman L 39,620 0.28 39,620 0.28

V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment

in `

Secured Loans excluding deposits

unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii)

Change in Indebtedness during the financial year

Addition 27,00,00,000 - - 27,00,00,000

Reduction - - - -

Net Change 27,00,00,000 - - 27,00,00,000

Indebtedness at the end of the financial year

i) Principal Amount 27,00,00,000 - - 27,00,00,000

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 48,15,616 - - 48,15,616

Total (i+ii+iii) 27,48,15,616 27,48,15,616


62

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director, Whole-time Directors and/or Manager: in `

S.No Particulars of Remuneration Managing DirectorJoint Managing

DirectorTotal Amount

1. Gross Salary L Lakshman L Ganesh

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

88,82,618 1,09,52,048 1,98,34,666

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 27,14,300 20,74,388 47,88,888

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission- as % of profit- others, specify…

92,66,400 - 92,66,400

5 Others, please specify - - -

Total (A) 2,08,63,318 1,30,26,636 3,38,89,954

Ceiling as per the Act (being 10% of net profit calculated as per section 198 of the Companies Act, 2013)

4,66,09,550

B. Remuneration to other Directors: in `

S. No. Particulars of RemunerationHarish

LakshmanShujaat

Khan Anil Kumar

NehruAnjanikumar

ChoudhariSheela Bhide

Total Amount

1 Independent Directors

a Fee for attending board / committee meetings

- 90,000 2,40,000 2,35,000 1,20,000 6,85,000

b Commission - - - - - -

c Others, please specify - - - - - -

Total B(1) - 90,000 2,40,000 2,35,000 1,20,000 6,85,000

2 Other Non-Executive Directors

a Fee for attending board / committee meetings

1,47,500 - - - - 1,47,500

b Commission - - - - - -

c Others, please specify - - - - - -

Total B(2) 1,47,500 - - - - 1,47,500

Grand Total B(1)+B(2) 1,47,500 90,000 2,40,000 2,35,000 1,20,000 8,32,500

Total (A+B) 3,47,22,454

Ceiling as per the Act (being 11% of net profit calculated as per section 198 of the Companies Act, 2013)

5,12,70,505


63

C. Remuneration to key managerial personnels: in `

S. No Particulars of Remuneration Key Managerial Personnel

1. Gross Salary

Chief Financial

OfficerJ Ananth

Company Secretary

Siva ChandrasekaranTotal

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

29,26,749 45,93,308 75,20,057

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 30,592 1,41,834 1,72,426(c) Profits in lieu of salary under section 17(3) Income-

tax Act, 1961- - -

2 Stock Option - - -3 Sweat Equity - - -4 Commission

- as % of profit- others, specify…

- - -

5 Others, please specify - - -

Total (C) 29,57,341 47,35,142 76,92,483

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL


64

TO THE MEMBERS OF RanE HOLDInGS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Rane Holdings Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:a) We have sought and obtained all the information

and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, as applicable.

e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f ) With respect to the adequacy of the internal financial controls over financial reporting of the Company and

Independent Auditors’ Report


65

the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 25 to the Financial Statements.

ii. The Company does not have any long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.





66

(Referred to in paragraph 1(f ) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Rane Holdings Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit

Annexure “A” to the Independent Auditor’s Reportevidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control


67

over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on “the internal control over financial reporting

criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.





68

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) With respect to immovable properties of acquired land and buildings that are freehold, according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deeds / conveyance deeds / court order approving scheme of arrangement / amalgamation provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date.

Immovable properties of land whose title deed have been pledged with the lender as security for term loan, are held in the name of the Company based on the Mortgage deed executed between the lender and the Company for which confirmations have been obtained from the lender.

(ii) The Company does not have any inventory and hence reporting under clause (ii) of the CARO 2016 is not applicable.

(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which: (a) The terms and conditions of the grant of such loans

are, in our opinion, prima facie, not prejudicial to the Company’s interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts of principal amounts and interest have been regular as per stipulations

(c) There is no amount overdue for more than 90 days at the balance sheet date.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

Annexure “B” to the Independent Auditors’ Report(v) According to the information and explanations given to

us, the Company has not accepted any deposit during the year.

(vi) Having regard to the nature of the Company’s business / activities, reporting under clause (vi) CARO 2016 is not applicable.

(vii) According to the information and explanations given to us, in respect of statutory dues:(a) The Company has been regular in depositing

undisputed statutory dues, including Provident Fund, Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax and Excise Duty which have not been deposited as on March 31, 2016 on account of disputes are given below:

Name of Statute

Nature of Dues

Forum where Dispute is Pending

Period to which the Amount Relates

Amount Involved

(` in Lakhs)

Amount unpaid

(` in Lakhs)

Income Tax Act, 1961

Income Tax

Commissioner of Income Tax (Appeals)

2005-06, 2008-09, 2009-10, 2011-12 to 2013-14

1,511 749

Income Tax Appellate Tribunal

2010-11 217 96

Finance Act, 1994

Service tax

Customs, Excise & Service Tax Appellate Tribunal

19-4-2006 to 31-3-2011

2.05 -

Customs Act,1962

Custom Duty

Customs, Excise & Service Tax Appellate Tribunal

2012-13 6 6

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions. The Company has not issued any debentures.

(ix) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained. The Company has not raised moneys by way of initial public offer or further public offer.


69

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.





70

Balance Sheetas at 31 March, 2016

` Lakhs

Particulars Note NoAs at

31 March, 2016As at

31 March, 2015

I. EQuITY AND LIABILITIES

(1) Shareholder’s Funds

(a) Share Capital 3 1,428 1,428

(b) Reserves and Surplus 4 28,862 26,878

30,290 28,306

(2) Non-Current Liabilities

(a) Long-term borrowings 5 2,194 -

(b) Deferred tax liabilities (Net) 6 46 64

2,240 64

(3) Current Liabilities

(a) Trade payables

i. Dues of micro enterprises and small enterprises 27 - -

ii. Dues of creditors other than micro enterprises and small enterprises

7 332 153

(b) Other current liabilities 8 763 255

(c) Short-term provisions 9 128 1,439

1,223 1,847

Total 33,753 30,217

II. ASSETS

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 10 9,007 5,110

(ii) Intangible assets 10 19 21

(b) Non-current investments 11 22,250 22,245

(c) Long-term loans and advances 12 798 716

32,074 28,092

(2) Current assets

(a) Current investments 13 876 1,255

(b) Trade receivables 14 383 375

(c) Cash and bank balances 15 195 132

(d) Short-term loans and advances 16 216 358

(e) Other current assets 17 9 5

1,679 2,125

Total 33,753 30,217

See accompanying notes forming part of the financial statements

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants


Geetha SuryanarayananPartner


L Lakshman Executive Chairman

Place: ChennaiDate: 27 May, 2016

J. AnanthChief Financial Officer

Siva ChandrasekaranSecretary


71

Statement of Profit and Lossfor the year ended 31 March, 2016










` Lakhs

Particulars Note NoYear ended

31 March, 2016Year ended

31 March, 2015

I. Revenue from operations 18 7,496 5,862

II. Other Income 19 89 132

III. Total Revenue (I +II) 7,585 5,994

IV. Expenses:-

Employee benefits expense 20 1,200 1,067

Finance costs 21 224 4

Depreciation and amortization expense 10 115 127

Other expenses 22 1,756 1,528

Total Expenses 3,295 2,726

V. Profit before tax (III - IV) 4,290 3,268

VI. Tax expense:

(1) Current tax 743 696

(2) Deferred tax (18) (20)

Net tax expense 725 676

VII. Profit for the year (V - VI) 3,565 2,592

VIII. Earning per equity share (of `10 each):

(1) Basic (in `) 34 24.97 18.16

(2) Diluted (in `) 24.97 18.16


72

Cashflow Statementfor the year ended 31 March, 2016

` Lakhs

ParticularsYear ended


31 March, 2015

A. Cash flow from operating activities

Profit before tax 4,290 3,268

Adjustments for:

Depreciation and amortization 115 127

Wealth Tax - 40

Finance costs 224 4

Interest income (21) (60)

Dividend Income from Current Investements (53) (62)

265 49

Operating profit before working capital changes 4,555 3,317

Changes in working capital

Adjustments for (increase) / decrease in operating assets:

(Increase) / Decrease in trade receivables (8) (267)

(Increase) / Decrease in short-term loans and advances (83) 43

(Increase) / Decrease in Long-term loans and advances (20) -

(Increase) / Decrease in current assets (2) -

Adjustments for increase / (decrease) in operating liabilities:

Increase / (Decrease) in trade payables 179 (137)

Increase / (Decrease) in other current liabilities (42) 67

Increase / (Decrease) in short-term provisions 18 23

42 (271)

Cash generated from operations 4,597 3,046

Direct Taxes paid (840) (895)

Net cash flow from operating activities (A) 3,757 2,151

B. Cash flow from investing activities

Capital expenditure on fixed assets, including capital advances (4,021) (61)

Proceeds from sale of fixed assets - 1

Purchase of long-term investments

- Subsidiaries (5) (387)

- Others - (1,023)

Loan repaid by related parties 225 749

Loan given to related parties - (249)

Interest received 19 61

Dividend received from Current Investments 53 62

Net cash flow used in investing activities (B) (3,729) (847)


73










` Lakhs



31 March, 2015

C. Cash flow from financing activities

Proceeds from long-term borrowing 2,700 -

Finance cost (172) -

Dividend paid (2,500) (928)

Tax on dividend (371) (103)

Net cash flow used in financing activities (C) (343) (1,031)

Net increase in Cash and cash equivalents (A+B+C) (315) 273

Cash and cash equivalents at the beginning of the year 132 387

Add: Current investments considered as cash & cash equivalents 1,255 731

Less: Unclaimed Dividend Bank Account 42 46

Adjusted Cash & Cash Equivalents as at Beginning of the year 1,345 1,072

Cash and cash equivalents at the end of the year (Note 15) 195 132

Add: Current Investments considered as Cash & Cash Equivalents (Note 13) 876 1,255

Less: Unclaimed Dividend Bank Account 41 42

Adjusted Cash and cash equivalents at the end of the year 1,030 1,345


74

1 BRIEF ABOuT THE COMPANY Rane Holdings Limited (“RHL” or “the Company’) is the holding

company whose main activity is investing in Rane group Companies that are engaged primarily in the manufacture and marketing of auto components. The Rane Group’s investment profile includes subsidiaries, joint ventures and associate. The Company’s income stream comprises of (i) dividend from the investments made in the group companies, (ii) trade mark fee for use of “RANE” trade mark and (iii) service fee from group companies for providing service in the areas of management, information technology, business development and infrastructure.

2 SIGNIFICANT ACCOuNTING POLICIES2.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”). The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. Also refer Note 37.

2.2 use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

2.3 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.4 Cash flow statement

Cash flows are reported using the indirect method, whereby profit before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.5 Depreciation and amortisation

Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed as under based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc.

Vehicles - 5 Years

Furniture and Fittings - 5 Years

Office Equipment - 3 Years

Assets costing less than ` 10,000 each are fully depreciated in the year of acquisition.

Intangible assets are amortised over their estimated useful life as follows:

License Fee on Software - 3 Years or license period whichever is lower

The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern.

2.6 Revenue recognition

2.6.1 Service Fee and Trade Mark Fee

Revenues from Service Fee and Trade Mark Fee are recognised on accrual basis in accordance with terms of the relevant agreements.

2.6.2 Other Income

Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive it is established.

2.7 Fixed Assets

2.7.1 Tangible Fixed Assets

Fixed assets are carried at cost less accumulated depreciation/amortisation and impairment losses, if any. The cost of fixed assets comprises its purchase price net of any trade discounts and rebates, including any import duties and other taxes (other than those subsequently recoverable from the taxing authorities) and any directly attributable expenditure on making the asset ready for its intended use. Subsequent expenditure on fixed assets after its purchase / completion is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance.

2.7.2 Intangible Fixed Assets

Intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of an intangible asset comprises its purchase price, including any import duties and other taxes (other than those subsequently

Notes forming part of the financial statementsfor the year ended 31 March, 2016


75

recoverable from the taxing authorities) and any directly attributable expenditure on making the asset ready for its intended use and net of any trade discounts and rebates. Subsequent expenditure on an intangible asset after its purchase / completion is recognised as an expense when incurred, unless it is probable that such expenditure will enable the asset to generate future economic benefits in excess of its originally assessed standards of performance and such expenditure can be measured and attributed to the asset reliably, in which case such expenditure is added to the cost of the asset.

2.8 Investments

2.8.1 Long Term Investments

Long-term investments, are carried individually at cost less provision for diminution, other than temporary, in the value of such investments.

2.8.2 Current Investments

Current investments are carried individually, at the lower of cost and fair value. Cost of investments includes acquisition charges such as brokerage, fees and duties.

2.9 Employee benefits

Employee benefits include provident fund, superannuation fund, gratuity fund and compensated absences.

2.9.1 Defined contribution plans

The Company’s contribution to provident fund and superannuation fund are considered as defined contribution plans.

The Company contributes to a government administered provident fund on behalf of its employees, which are charged to the Statement of Profit and Loss. The Company has no obligations for future provident fund/superannuation fund benefits other than its monthly contributions.

Fixed contributions to the superannuation fund, which is administered by Company nominated trustees and managed by Life Insurance Corporation of India, are charged to the Statement of Profit and Loss.

2.9.2 Defined benefit plans

For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected Unit Credit method, with Actuarial Valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available

refunds and reductions in future contributions to the schemes.

2.9.3 Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of such compensated absences is accounted as under :

(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and

(b) in case of non-accumulating compensated absences, when the absences occur.

2.9.4 Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date.

2.10 Operating Leases

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a straight-line basis over the lease term.

2.11 Earnings Per Share

Basic earnings per share is computed by dividing the profit after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the profit after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.


76

2.12 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961 and other applicable Income tax laws.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation and carry forward of losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability.

2.13 Impairment of assets

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment, if any indication of impairment exists. If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount. The impairment loss is recognised as an expense in the Statement of Profit and Loss.

The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor.

When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists

or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent the amount was previously charged to the Statement of Profit and Loss.

2.14 Provisions and contingencies

Provisions are recognised when the Company has a present obligation as a result of past events and when a reasonable estimate of the amount of obligation can be made.

Contingent liability is disclosed in the notes for (i) possible obligation which will be confirmed only by future events not wholly within the control of the company or (ii) present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made. Contingent assets are neither recognised nor disclosed in the financial statements.

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding employee benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognised in the financial statements.

2.15 Service Tax Input Credit

Service tax input credit is accounted for in the books, in the period in which the underlying service received is accounted and when there is no uncertainty in availing / utilising the credit.

2.16 Operating cycle

Based on the nature of the activities of the company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilites as current and non-current.


77

3 SHARE CAPITAL` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

(a) Authorised:

Equity Shares:

1,50,00,000 Shares ( 1,50,00,000 Shares) of ` 10 each 1,500 1,500

Preference Shares:

50,00,000 Shares (50,00,000 Shares) 13.5% Cumulative Redeemable Preference Shares of ` 10 each

500 500

(b) Issued, Subscribed and Fully Paid up:-

Equity Shares:

1,42,77,809 Shares ( 1,42,77,809 Shares) of ` 10 each 1,428 1,428

3.1 Terms / Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of ` 10/- per share. All these shares have the same rights and preferences with respect to payment of dividend, repayment of capital and voting. The dividend proposed by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting, except in the case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. There are no restrictions attached to the equity shares.

3.2 Details of shares held by each shareholder holding more than 5% shares:

As at 31 March, 2016 As at 31 March, 2015

Class of Shares/ Name of Shareholder/ Equity shares with voting rights No of Shares % of Holding

No of Shares % of Holding

1. Raman T G G 14,84,056 10.39% 14,84,056 10.39%

2. Sundaram Mutual Fund A/c Sundaram Smile Fund 8,00,308 5.61% 5,40,336 3.78%

3.3 There is no change in the number of shares at the beginning of the year and end of the year.


78

4 RESERVES AND SuRPLuS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

a. Capital Redemption Reserve (Refer Note 4.1) 550 550

b. Capital Subsidy 15 15

c. Securities Premium Account 4,433 4,433

d. General Reserve on Merger (Refer Note 4.2) 819 819

e. General Reserve:

Opening Balance 19,773 11,460

Add: Transfer from Surplus in Statement of Profit and Loss 1,554 8,313

Closing Balance 21,327 19,773

f. Net surplus in Statement of Profit and Loss

Opening Balance 1,288 8,244

Less:

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life

- 1

Add:

Profit for the year 3,565 2,592

Less:

Interim Dividend @ 100 % (Previous Year - NIL) 1,428 -

Final Dividend - Nil (Previous Year - 75%) - 1,071

Tax on dividend (Net of dividend tax on dividend distributed by subsidiaries available for set off)

153 163

Transfer to General Reserve 1,554 8,313

Net surplus in the Statement of Profit and Loss 1,718 1,288

Total Reserves and Surplus 28,862 26,878

4.1 Capital Redemption Reserve represents amount transferred from Statement of Profit and Loss in accordance with Section 80(1)(d) of the Companies Act, 1956 on redemption of preference shares in the previous years.

4.2 General Reserve on merger represents ` 819 Lakhs (` 819 Lakhs) arising out of the amalgamation of Rane Investments Limited, a wholly owned subsidiary as approved by the shareholders of the Company and sanctioned by the High Court of Judicature at Madras with effect from 1 April, 2009.

5 LONGTERMBORROWINGS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Secured Term Loan (Refer Note 5.1) 2,194 -

Total Long Term Borrowings 2,194 -

5.1

Description

Amount outstanding as at 31 March, 2016 (` Lakhs)

Rate of InterestTerms of

RepaymentDetails of security

offeredLong term

borrowingsCurrent maturities of

long term borrowings

Term Loan availed from Tata Capital Financial Services Limited [TCFSL] on 4 July 2015

2,194 506 7.1% p.a below long term lending rate of TCFSL [11.15% till 31 October 2015 & 10.85% from 1 November 2015]

Repayment in sixteen quarterly installments of ` 168.75 Lakhs from 31 July 2016

Charge by way of mortagage on the company’s land at Chittaranjan Road, Chennai.


79

6 DEFERRED TAx LIABILITIES (net)

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Tax effect of items constituting deferred tax liability

On difference between book balance and tax balance of fixed assets 94 102

Tax effect of items constituting deferred tax liability (A) 94 102

Tax effect of items constituting deferred tax assets

On expenditure related to employee benefits 48 38

Tax effect of items constituting deferred tax asset (B) 48 38

Net deferred tax liability (A)-(B) 46 64

7 TRADE PAYABLES

` Lakhs

Description As at

31 March, 2016 As at

31 March, 2015

- Dues of creditors other than Micro Enterprises & Small Enterprises 332 153

Total Trade Payables 332 153

8 OTHER CuRRENT LIABILITIES

` Lakhs

Description As at


31 March, 2015

Current Maturities of Long Term Loan (Refer Note 5.1) 506 -

Interest accrued but not due on borrowing 48 -

Unclaimed dividends 41 42

Statutory Remittances (includes TDS, PF, VAT ) 75 63

Payables on purchase of fixed assets - 2

Gratuity (Refer Note 28 (ii)) 13 51

Advance received from customers (Refer Note 30) 21 38

Others (Refer Note 26) 59 59

Total Other Current Liabilities 763 255

9 SHORT TERM PROVISIONS

` Lakhs

Description As at


31 March, 2015

Provision for Compensated absences (Refer Note 28 (iii)) 128 110

Provision for Wealth Tax - 40

Provision for proposed equity dividend - 1,071

Provision for tax on proposed dividend - 218

Total Short Term Provisions 128 1,439


80

10

Fixe

d A

sset

s

` La

khs

Des

crip

tion

Gro

ss B

lock

Acc

umul

ated

Dep

reci

atio

n an

d A

mor

tisat

ion

Net

Blo

ck

As

at

01 A

pr

2015

Add

ition

sD

ispo

sals

As

at

31 M

ar

2016

As

at

01 A

pr

2015

Fo

r the

ye

ar

Tran

sitio

n ad

just

men

t aga

inst

op

enin

g re

serv

es

(Ref

er n

ote

No.

4)

Dis

posa

ls

As

at

31 M

ar

2016

As

at

31 M

ar

2016

As

at

31 M

ar

2015

A.

Tang

ible

ass

ets

Land

3,9

89

3,9

53

- 7

,942

-

- -

- -

7,9

42

3,9

89

(3,9

89)

- -

(3,9

89)

- -

- -

- (3

,989

) (3

,989

)

Build

ings

1,0

76

1

- 1

,077

1

70

18

- -

188

8

89

906

(1,0

76)

- -

(1,0

76)

(152

) (1

8) -

- (1

70)

(906

) (9

24)

Plan

t and

Mac

hine

ry 2

0 -

- 2

0 7

2

-

- 9

1

1 1

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(12)

(8)

- (2

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) (1

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(7)

(13)

(7)

Elec

tric

al E

quip

men

t 1

19

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54

20

- 2

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2 4

5 6

5

(118

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) -

(119

) (3

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) -

(54)

(65)

(84)

Furn

iture

and

Fix

ture

s 2

30

2

3

229

1

22

35

- 3

1

54

75

108

(219

) (1

9) (8

) (2

30)

(88)

(40)

- (6

) (1

22)

(108

) (1

31)

Vehi

cles

23

22

- 4

5 2

2 2

-

- 2

4 2

1 1

(22)

(1)

- (2

3) (2

2) -

- -

(22)

(1)

-

Offi

ce E

quip

men

ts 2

58

25

4

279

2

30

29

- 4

2

55

24

28

(249

) (9

) -

(258

) (1

90)

(40)

- -

(230

) (2

8) (5

9)

Tota

l Tan

gibl

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sset

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,715

4

,003

9

9

,709

6

05

106

-

9

702

9

,007

5

,110

(5,6

85)

(38)

(8)

(5,7

15)

(491

) (1

18)

(2)

(6)

(605

) (5

,110

) (5

,194

)

B.In

tang

ible

ass

ets

Com

pute

r Sof

twar

e Li

cens

es 5

4 7

-

61

33

9

- -

42

19

21

(28)

(26)

- (5

4) (2

4) (9

) -

- (3

3) (2

1) (4

)

Tota

l Int

angi

ble

Ass

ets

54

7

- 6

1 3

3 9

-

- 4

2 1

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(28)

(26)

- (5

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) -

- (3

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Tota

l Tan

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In

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Ass

ets(

A+B

) 5

,769

4

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9

9

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6

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115

-

9

744

9

,026

5

,131

(5,7

13)

(64)

(8)

(5,7

69)

(515

) (1

27)

(2)

(6)

(638

) (5

,131

) (5

,198

)


81

11 NON CuRRENT INVESTMENTS (at cost)

` Lakhs

Description

Face Value

per Share

No. of Shares as at 31

March, 2016

As at 31 March,

2016

No. of Shares as at 31

March, 2015

As at 31

March, 2015

Trade

Investment in Equity instruments (fully paid up)

(i) Subsidiary Companies

Quoted:

Rane (Madras) Limited 10 59,18,156 6,602 59,16,272 6,597

Rane Engine Valve Limited (Refer Note 11.1)

-Equity Shares alloted 10 34,31,054 8,332 28,09,686 7,695

-Shares to be allotted pursuant to scheme of Amalgamation 10 - - 6,21,368 637

Rane Brake Lining Limited 10 36,48,311 1,607 36,48,311 1,607

unquoted:

Rane Holdings America Inc. $1 20,000 10 20,000 10

(ii) Associate Company

unquoted:

SasMos HET Technologies Limited 10 6,11,399 1,719 6,11,399 1,719

(iii) Joint Venture Companies

unquoted:

Rane TRW Steering Systems Private Limited 10 43,69,123 2,332 43,69,123 2,332

Rane NSK Steering Systems Private Limited 10 87,71,000 1,012 87,71,000 1,012

JMA Rane Marketing Limited 10 3,60,003 36 3,60,003 36

(iv) Other Entities

unquoted:

Wellingdon Corporate Foundation 10 60 - 60 -

[60 shares of ` 10/- each costing ` 1,000/-]

Investment in Cumulative Redeemable Preference Shares (fully paid up)

(i) Subsidiary Company

unquoted:

Rane (Madras) Limited 10 82,32,164 600 82,32,164 600

Total Non Current Investments 22,250 22,245

Aggregate value of Investments:-

Quoted at Cost 16,541 16,535

At Market Value 47,091 49,986

Unquoted at Cost 5,709 5,709

11.1 A Scheme of Amalgamation (“Scheme”) approved by the shareholders of Rane Engine Valve Limited (REVL) and Kar Mobiles Limited (KML) with effect from 1 April 2014 was sanctioned by the High Court of Judicature at Madras on 26 February 2015 which was filed with the Registrar of Companies on 1 April 2015. Pursuant to the scheme, the company is entitled to receive 6,21,368 equity shares of ` 10/- each of REVL in exchange for 8,87,669 equity shares of ` 10/- each held by the Company in KML. REVL has alloted the shares to the company on 4 May 2015.


82

12 LONG TERM LOANS AND ADVANCES

` Lakhs

Description As at


31 March, 2015

unsecured, considered good, unless otherwise stated

Capital Advances 9 -

Salary advances to Employees 14 -

Security Deposits 9 3

Advance Tax [Net of Provision ` 4,498 lakhs (` 3,755 lakhs)] 766 713

Total Long Term Loans and Advances 798 716

13 CuRRENT INVESTMENTS

` Lakhs

Description

NAVPer unit-`

No. of units As at

31 March, 2016

As at 31 March,

2015

As at 31 March,

2016

As at 31 March,

2015

unquoted:

Investments in Mutual Funds

-HDFC Liquid Fund - Dividend Daily Reinvestment 1,019.8200 56,441 - 576 -

-HDFC Liquid Fund - Dividend Daily Reinvestment 10.1982 - 31,32,254 - 319

-Birla Sun Life Mutual Fund - Dividend Daily Reinvestment 100.1950 2,99,640 9,34,076 300 936

Total Current Investments 876 1,255

Note:

Of the above, the balances that meet the definition of 876 1,255

Cash & Cash equivalents as per AS 3 Cash Flow Statement

14 TRADE RECEIVABLES

` Lakhs

Description As at


31 March, 2015

unsecured, considered good

- Outstanding for a period exceeding six months from the due date of payment - -

- Other trade receivables (Refer Note 30 and Note below) 383 375

Total Trade Receivables 383 375

Note: Includes dues from related parties

Private Company in which any director is a director or member :

Rane TRW Steering Systems Private Limited 1 113

Total 1 113

15 CASH AND BANK BALANCES

` Lakhs

Description As at


31 March, 2015

Cash and Cash equivalents

- Cash on hand 1 2

Balances with Banks

- In Current Accounts 153 88


83

` Lakhs

Description As at


31 March, 2015

Other Bank balances

In earmarked accounts:

- Unclaimed Dividend accounts 41 42

Total of Cash and bank balances 195 132

Note: Of the above, the balances that meet the definition of Cash and cash equivalents as per AS 3 Cash Flow Statements is Cash on hand and balances with banks in current accounts.

154 90

16 SHORT-TERM LOANS AND ADVANCES

` Lakhs

Description As at


31 March, 2015

unsecured, considered good, unless otherwise stated

Prepaid Expenses 174 76

Security Deposits 4 9

Service Tax credit receivable 14 18

Others (includes advances to suppliers & employees) 24 30

Loans and advances to related parties (Refer Note 30) - 225

Total Short-Term Loans and Advances 216 358

17 OTHER CuRRENT ASSETS

` Lakhs

Description As at


31 March, 2015

Interest accrued and due on loan to related parties (Refer Note 30) 7 5

Insurance claim 2 -

Total Other Current assets 9 5

18 REVENuE FROM OPERATIONS

` Lakhs

DescriptionYear ended

31 March, 2016 Year ended

31 March, 2015

Dividend from Non-Current Investments

- Subsidiaries 1,294 671

- Other companies 1,115 655

Service Fee 2,823 2,564

Trade Mark Fee 2,264 1,972

Total Revenue from Operations 7,496 5,862

19 OTHER INCOME

` Lakhs



31 March, 2015

Interest Income

- From loans to related parties 21 60

Dividend Income from Current Investments 53 62

Miscellaneous Income 15 10

Total Other Income 89 132


84

20 EMPLOYEE BENEFITS ExPENSE (Refer Note 28)

` Lakhs



31 March, 2015

Salaries and Wages 1,037 868

Contribution to Provident and other funds 109 126

Staff welfare expenses 54 73

Total Employee Benefits Expense 1,200 1,067

21 FINANCE COSTS

` Lakhs



31 March, 2015

Interest expense

- On Borrowings 220 -

- Others 4 4

Total Finance Costs 224 4

22 OTHER ExPENSES

` Lakhs



31 March, 2015

Power and fuel 34 31

Rent (Refer Note 33) 93 94

Repairs & Maintenance

- Buildings 86 51

- Others 33 29

Insurance 25 18

Rates and Taxes 10 53

Travelling and Conveyance 167 132

Professional Charges 270 311

Information Systems expenses 597 508

Advertisement and Sales Promotion 118 47

Directors’ Sitting Fees 8 8

Executive Chairman’s Commission 93 84

Auditors’ Remuneration

- statutory audit 13 10

- tax audit 1 1

- other services 11 15

Donation 112 66

Administrative Expenses 83 68

Miscellaneous Expenses 2 2

Total Other Expenses 1,756 1,528

The Company has incurred an amount of ` 62.91 Lakhs (` 67.45 Lakhs) towards CSR activities during the year ended 31 March, 2016.

23 ExPENDITuRE IN FOREIGN CuRRENCY

` Lakhs



31 March, 2015

Professional and consultation fees 29 36

Travel 19 10

48 46


85

24 REMITTANCE DuRING THE YEAR OF DIVIDENDS IN FOREIGN CuRRENCY

` Lakhs



31 March, 2015

Interim Dividend

Number of Shareholders 1 -

Number of Shares held 5,41,125 -

Amount paid as Interim Dividend (` Lakhs) 54 -

Year for which dividend is remitted 2015-16 -

Final Dividend

Number of Shareholders 1 1

Number of Shares held 5,41,125 5,41,125

Amount paid as Final Dividend (` Lakhs) 41 35

Year for which dividend is remitted 2014-15 2013-14

25 CONTINGENT LIABILITIES AND COMMITMENTS

` Lakhs

DescriptionAs at


31 March, 2015

25.1 Contingent Liabilities to the extent not provided for

Disputed demands under appeal (Refer below) 1,736 1,834

Income Tax Act - Assessment Year (AY)

2005-2006* 72 72

2008-2009* 450 450

2009-2010* 108 143

2010-2011* 217 305

2011-2012* 741 741

2012-2013 111 115

2013-2014 29 -

1,728 1,826

Less: Deposits made under protest (332) (304)

Net Amount 1,396 1,522

* includes the following deposits AY 2011-2012 - ` 200 Lakhs (` 200 Lakhs) AY 2010-2011 - ` 38 Lakhs (` 10 Lakhs) AY 2009-2010 - ` 14 Lakhs (` 14 Lakhs) AY 2008-2009 - ` 30 Lakhs (` 30 Lakhs) AY 2005-2006 - ` 50 Lakhs (` 50 Lakhs)

Service Tax ** 2 2

Customs Duty 6 6

** Represent `1.58 lakhs (` 1.52 Lakhs) paid as pre deposit

Future cash flows in respect of the above matters are determinable only on receipt of judgements/decisions pending at various forums/authorities.

25.2 Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for

71 -

26 The Company had accured for an amount of ` 59 Lakhs in the earlier years towards arrears of lease rent for the land taken under lease, as demanded by the Collector of Chennai District. The Company had filed a writ petition and obtained a stay order from the Honourable High Court of Judicature at Madras.

27 Based on, and to the extent of information received from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), and relied upon by the auditors there are no dues as at 31 March, 2016 and 31 March, 2015.


86

28 EMPLOYEE BENEFIT PLANS(i) Defined Contribution Plan

The Company makes Provident Fund, Pension Fund and Superannuation Fund contributions which are defined contribution plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised ` 61.72 lakhs (` 58.36 lakhs) towards Provident Fund and Pension Fund contributions and ` 22.22 lakhs (` 18.89 lakhs) towards Superannuation Fund in the Statement of Profit and Loss. The contributions payable to these plans by the Company is at rates specified in the rules of the scheme.

(ii) Gratuity

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

` Lakhs



31 March, 2015 Components of employer expenseCurrent service cost 20 18 Interest cost 24 22 Expected return on plan assets (25) (20)Actuarial losses/(gains) 7 29 Total expense recognised in the Statement of Profit and Loss 26 49 Actual contribution and benefit payments for year Actual benefit payments (6) (2)Actual contributions 64 16 Net asset / (liability) recognised in the Balance Sheet Present value of defined benefit obligation 351 306 Fair value of plan assets 338 255 Funded status [Surplus / (Deficit)] (13) (51)Unrecognised past service costs - - Net asset / (liability) recognised in the Balance Sheet (13) (51)Change in Defined Benefit Obligations (DBO) during the year Present value of DBO at beginning of the year 306 238 Current service cost 20 18 Interest cost 24 22 Actuarial (gains) / losses 7 30 Past service cost - - Benefits paid (6) (2)Present value of DBO at the end of the year 351 306 Change in fair value of assets during the year Plan assets at beginning of the year 255 220 Expected return on plan assets 25 20 Actual company contributions 64 16 Actuarial gain / (loss) - 1 Benefits paid (6) (2)Plan assets at the end of the year 338 255 Actuarial assumptionsDiscount rate 7.80% 7.80%Expected return on plan assets 8.00% 8.75%Salary escalation 8.00% 8.00%Attrition 4.00% 4.00%Mortality rate IAL(2006-08) IAL(2006-08)


87

` Lakhs

Description

Year ended 31 March,

2016

Year ended 31 March,

2015

Year Ended31 March,

2014

Year Ended31 March,

2013

Year Ended31 March,

2012Experience AdjustmentsPresent Value of Obligation 351 306 238 219 165Plan Assets 338 255 220 205 169Surplus / (Deficit) (13) (51) (18) (14) 4Experience Adjustments on Plan liabilites- (loss)/gain (7) (14) (3) (17) - Experience Adjustments on Plan assets- (loss)/gain - (1) (1) - - Enterprises’ best estimate of contribution during the next year 13 51 18 14 4Actual Return on Plan AssetsExpected return on plan assets 25 20 Actuarial gain (loss) on plan assets - 1 Actual return on plan assets 25 21

Notes:

(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

(iii) The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets has not been furnished by LIC.

(iv) Experience adjustments has been disclosed based on the information available in the acturial valuation report.

(iii) Compensated absences

Principal actuarial assumptions as at the balance sheet date



31 March, 2015 Actuarial assumptions for long-term compensated absencesDiscount rate 7.80% 7.80%Salary escalation 8.00% 8.00%Attrition 4.00% 4.00%

Notes

i. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

ii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

29 SEGMENT REPORTING The Company holds strategic investments in subsidiaries, joint ventures and associate (collectively called “the Group”) that are primarily

engaged in single segment viz., manufacture and marketing of components for Transportation industry and also provides consultancy and other services to the Group. Further the Company does not have any operations outside India. As such there are no separate reportable segments as per AS 17 “Segment Reporting”.


88

30 RELATED PARTY TRANSACTIONS Details of Related Parties

Description of RelationshipNames of related parties

2015-16Names of related parties

2014-15Subsidiaries Rane (Madras) Limited Rane (Madras) Limited

Rane Engine Valve Limited Rane Engine Valve Limited (Refer Note 11.1)Rane Brake Lining Limited Rane Brake Lining LimitedRane Holdings America Inc. Rane Holdings America Inc.Rane (Madras) International Holdings B.V (RMIH)Rane Precision Diecast Inc. (RPDC)

Joint Ventures Rane TRW Steering Systems Private Limited Rane TRW Steering Systems Private LimitedRane NSK Steering Systems Private Limited Rane NSK Steering Systems Private LimitedJMA Rane Marketing Limited JMA Rane Marketing Limited

Associate SasMos HET Technologies Limited SasMos HET Technologies LimitedKey Management Personnel (KMP) Mr. L Lakshman Mr. L Lakshman

Mr. L Ganesh Mr. L GaneshRelatives of KMP Mrs. Pushpa Lakshman Mrs. Pushpa Lakshman

Mr. Harish Lakshman Mr. Harish Lakshman

Mr. Vinay Lakshman Mr. Vinay LakshmanMrs. Meenakshi Ganesh Mrs. Meenakshi GaneshMr. Aditya Ganesh Mr. Aditya GaneshMrs. Aparna Ganesh Mrs. Aparna GaneshMrs. Shanti Narayan Mrs. Shanti NarayanMrs. Hema C Kumar Mrs. Hema C KumarMrs. Vanaja Aghoram Mrs. Vanaja Aghoram

Enterprise in which KMP / Relatives of KMP can exercise significant influence

Rane Foundation Rane Foundation

Savithur Enterprises Private Limited Savithur Enterprises Private LimitedHL Hill Station Properties Private Limited HL Hill Station Properties Private LimitedRT Automotive Systems Private Limited RT Automotive Systems Private Limited

Note: Related parties has been identified by the Management and relied upon by the auditors.


89

DET

AIL

S O

F RE

LATE

D P

ART

Y TR

AN

SAC

TIO

NS

Du

RIN

G T

HE

YEA

R EN

DED

31

MA

RCH

, 201

6 A

ND

BA

LAN

CES

Ou

TSTA

ND

ING

AS

AT 3

1 M

ARC

H, 2

016

` La

khs

Desc

riptio

n

Fee f

or

Serv

ices

rend

ered

Trad

e Mar

k / G

roup

As

socia

tion

Fee

Divi

dend

Re

ceiv

edIn

tere

st

Inco

me

Dona

tion

Paid

Loan

s Gi

ven

Loan

s Re

paid

Sala

ry

and

Othe

r Pe

rqui

sites

Com

miss

ion

Sitt

ing

Fee

for B

oard

and

Com

mitt

ee

Mee

tings

Cont

ract

ually

Re

imbu

rsea

ble

of Ex

pens

es

Othe

rs

(Rei

mbu

rsem

ent

of Ex

pens

es)

Subs

idia

ries

Tran

sact

ions

dur

ing

the y

ear

Rane

(Mad

ras)

Limite

d 75

8 39

9 58

8 -

--

- -

--

- 10

(705

) (3

72)

(381

) (1

9) -

- (4

50)

- -

- -

(5)

Rane

Engin

e Valv

e Lim

ited

487

171

86

- -

--

--

--

-

(461

) (1

62)

(22)

- -

- -

- -

- (2

) -

Rane

Brak

e Lini

ng Li

mite

d 42

6 22

3 62

0 -

--

--

--

--

(367

) (2

07)

(268

) -

- -

- -

- -

((5))

-

Bala

nces

rece

ivab

le at

the e

nd of

the y

ear

Rane

(Mad

ras)

Limite

d 99

12

6 -

--

--

--

--

1

(4)

(129

) -

- -

- -

- -

- -

(7)

Rane

Engin

e Valv

e Lim

ited

50

55

--

--

--

--

- -

(65)

(47)

- -

- -

- -

- -

- -

Bala

nce p

ayab

le at

the e

nd of

the y

ear

Rane

Brak

e Lini

ng Li

mite

d 10

-

--

--

--

--

--

(18)

- -

- -

- -

- -

- -

-

Join

t Ven

ture

s

Tran

sact

ions

dur

ing

the y

ear

Rane

TRW

Stee

ring S

yste

ms P

rivat

e Lim

ited

596

686

874

--

--

--

- 12

1

(589

) (6

01)

(655

) -

- -

- -

- -

- (2

)

Rane

NSK

Stee

ring S

yste

ms P

rivat

e Lim

ited

509

767

219

--

--

--

--

1

(433

) (6

23)

- -

- -

- -

- -

- -

JMA R

ane M

arke

ting L

imite

d -

- 22

-

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

Bala

nces

rece

ivab

le at

the e

nd of

the y

ear

Rane

TRW

Stee

ring S

yste

ms P

rivat

e Lim

ited

- 1

- -

- -

- -

- -

- 14

- (1

13)

- -

- -

- -

- -

- -

Bala

nces

pay

able

at th

e end

of th

e yea

r

Rane

TRW

Stee

ring S

yste

ms P

rivat

e Lim

ited

16

- -

- -

- -

- -

- -

-

- -

- -

- -

- -

- -

- -

Rane

NSK

Stee

ring S

yste

ms P

rivat

e Lim

ited

11

- -

- -

- -

- -

- -

-

(20)

(1)

- -

- -

- -

- -

- -


90

` La

khs

Desc

riptio

n

Fee f

or

Serv

ices

rend

ered

Trad

e Mar

k / G

roup

As

socia

tion

Fee

Divi

dend

Re

ceiv

edIn

tere

st

Inco

me

Dona

tion

Paid

Loan

s Gi

ven

Loan

s Re

paid

Sala

ry

and

Othe

r Pe

rqui

sites

Com

miss

ion

Sitt

ing

Fee

for B

oard

and

Com

mitt

ee

Mee

tings

Cont

ract

ually

Re

imbu

rsea

ble

of Ex

pens

es

Othe

rs

(Rei

mbu

rsem

ent

of Ex

pens

es)

Asso

ciate

Tran

sact

ions

dur

ing

the y

ear

SasM

os H

ET Te

chno

logies

Lim

ited

18

18

- 21

-

- 20

0 -

- -

- -

(9)

(7)

- (4

1) -

(249

) (2

49)

- -

- -

-

Bala

nces

rece

ivab

le at

the e

nd of

the y

ear

SasM

os H

ET Te

chno

logies

Lim

ited

6 14

-

7 -

- -

- -

- -

-

(1)

(9)

- (5

) -

(200

) -

- -

- -

Key M

anag

emen

t Per

sonn

el (K

MP)

Tran

sact

ions

dur

ing

the y

ear

Mr. L

Laks

hman

--

--

--

-93

93

--

-

- -

- -

- -

- (6

7) (8

4) -

- -

Mr. L

Gan

esh

--

--

--

- 11

6 -

--

-

- -

- -

- -

- (1

03)

- -

- -

Bala

nce p

ayab

le at

the e

nd of

the y

ear

Mr. L

Laks

hman

--

--

--

--

93

--

-

- -

- -

- -

- -

(84)

- -

-

Rela

tives

of K

ey M

anag

emen

t Per

sonn

el

(KM

P)

Tran

sact

ions

dur

ing

the y

ear

Mr. H

arish

Laks

hman

--

--

--

--

- 1

--

- -

- -

- -

- -

- (2

) -

-

Ente

rpris

e in

whi

ch K

MP

/ Rel

ative

s of K

MP

can

exer

cise s

igni

fican

t infl

uenc

e

Tran

sact

ions

dur

ing

the y

ear

Rane

Foun

datio

n-

--

- 50

-

25

--

--

(4)

- -

- -

(53)

- (5

0) -

- -

- -

Bala

nces

rece

ivab

le at

the e

nd of

the y

ear

Rane

Foun

datio

n-

--

--

- -

--

--

-

- -

- -

- (2

5) -

- -

- -

-

Not

e:

1. F

igur

es in

bra

cket

rela

tes

to th

e pr

evio

us y

ear


91

31 DISCLOSuRE REQuIRED BY REGuLATION 33 OF SEBI (LISTING OBLIGATIONS & DISCLOSuRE REQuIREMENTS) REGuLATIONS, 2016. (TO THE ExTENT APPLICABLE)

` Lakhs

Description

Amount outstanding as at 31 March, 2016

Amount outstanding as at 31 March, 2015

Maximum outstanding during

2015-2016

Maximum outstanding during

2014-2015

Subsidiaries

Rane (Madras) Limited

Loan - - - 450

Interest - - - 13

Associate

SasMos HET Technologies Limited

Loan - 200 200 419

Interest 7 5 7 12

Rane Foundation

Loan - 25 25 75

32 INFORMATION ON JOINT VENTuRE ENTITIES The particulars of the Company’s Joint Venture Entities as at 31 March, 2016 including percentage holding and its proportionate share of

assets, liabilities, income and expenditure of the Joint Ventures are given below:-

S No.

Name of the Joint VentureAs at 31 March, 2016 2015-2016

% of Holding

Assets LiabilitiesContingent Liabilities

Capital Commitments

Income Expenses

1 Rane TRW Steering Systems Private Limited

50% 20,872 20,872 2,048 920 35,799 33,117

50% (18,493) (18,493) (2,086) (1,009) (31,946) (29,897)

2 Rane NSK Steering Systems Private Limited

49% 19,955 19,955 - 610 37,726 35,099

49% (15,731) (15,731) - (138) (30,765) (28,586)

3 JMA Rane Marketing Limited

49% 1,434 1,434 - - 3,001 2,885

49% (1,337) (1,337) - - (2,798) (2,680)

Notes:

1. Figures in bracket relate to the previous year.

2. All the above Joint Venture Entities are located in India.


92

33 OPERATING LEASES

` Lakhs

DescriptionYear Ended

31 March, 2016Year Ended

31 March, 2015

Details of leasing arrangements

The Company has operating lease agreements for office space and residential accommodation with option to renew with escalation.

Lease Rental debited to the Statement of Profit and Loss 23 22

Future minimum lease payments

- not later than one year 21 20

- later than one year and not later than five years 16 32

- later than five years - -

60 74

Office Equipments and Cars are taken on lease for a period ranging from one year to five years and are renewable at the option of the Company.






748 307

34 EARNINGS PER SHARE

DescriptionYear Ended

31 March, 2016Year Ended

31 March, 2015

Profit After Tax (` in Lakhs) 3,565 2,592

Weighted Average Number of Shares - Basic & Diluted 1,42,77,809 1,42,77,809

Earnings Per Share of ` 10/- each - Basic & Diluted 24.97 18.16

35 The Company did not have any unhedged Foreign currency exposure as at 31 March, 2016 and 31 March, 2015. The company did not have any derivatives.

36 AMOuNT SPENT ON CSR ACTIVITIES:(i) Gross amount required to be spent by the Company during the year is ` 62.84 Lakhs (` 67.45 Lakhs)

(ii) Amount spent during the year on revenue expenditure is ` 62.91 Lakhs (` 67.45 Lakhs)

37 PREVIOuS YEAR’S FIGuRES Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification/

disclosure.

Signature to Notes 1 to 37For and on behalf of the Board







93

TO THE MEMBERS OF RanE HOLDInGS LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of RANE HOLDINGS LIMITED(hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associate and jointly controlled entities, comprising of the Consolidated Balance Sheet as at March 31, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its associate and jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, as applicable. The respective Board of Directors of the companies included in the Group and of its associate and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.

Auditors’ Responsibility

Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Consolidated Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the Consolidated Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its associate and jointly controlled entities as at March 31, 2016, and their consolidated profit and their consolidated cash flows for the year ended on that date.

INDEPENDENT AUDITORS’ REPORT


94

Other Matters

(a) We did not audit the financial statements of 4 subsidiaries and 2 jointly controlled entities whose financial statements reflect total assets of ` 87,694 Lakhs as at March 31, 2016, total revenues of ` 121,652 Lakhs and net cash flows amounting to ` 111 Lakhs for the year ended on that date, as considered in the Consolidated Financial Statements. The Consolidated Financial Statements also include the Group’s share of net profit of ` 112 Lakhs for the year ended March 31, 2016, as considered in the Consolidated Financial Statements, in respect of an associate, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, jointly controlled entities and associate is based solely on the reports of the other auditors.

(b) We did not audit the financial statements of a subsidiary, whose financial statements reflect total assets of ̀ 1,357 Lakhs as at March 31, 2016, total revenues of ` Nil and net cash flows amounting to ̀ 4 Lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.

Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial Statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, as applicable.

e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2016 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, associate company and jointly controlled companies incorporated in India, none of the directors of the Group companies, its associate company and jointly controlled companies incorporated in India is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f ) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our Report in “Annexure A”, which is based on the auditors’ reports of the Holding Company, subsidiary companies, jointly controlled companies and associate company incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Holding company’s, subsidiary company’s, associate company’s and jointly controlled company’s incorporated in India, internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Consolidated Financial Statements disclose the impact of pending litigations on the consolidated financial position of


95

the Group and its jointly controlled entities. Refer Note 32 to the Consolidated Financial Statements.

ii. The Group, its associate and jointly controlled entities did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiary companies,

jointly controlled companies and associate

company incorporated in India.





96

(Referred to in paragraph (f ) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial reporting of RANE HOLDINGS LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiary companies, its jointly controlled companies and associate company, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company, its subsidiary companies, its associate company and jointly controlled companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies, joint controlled companies and associate company, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Annexure “A” to the Independent Auditors’ Report


97

Opinion

In our opinion to the best of our information and according to the explanations given to us, the Holding Company, its subsidiary companies, its jointly controlled companies and associate company, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to 2 subsidiary companies, an associate company and 2 jointly controlled companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.





98

Consolidated Balance Sheetas at 31 March, 2016

See accompanying notes forming part of the consolidated financial statements









` Lakhs

Particulars Note No As at


31 March, 2015 I. EQuITY AND LIABILITIES (1) Shareholders’ Funds (a) Share Capital 3 1,428 1,428 (b) Reserves and Surplus 4 57,648 52,980 Minority Interest 19,090 19,304 (2) Non-Current Liabilities (a) Long-term borrowings 5 24,832 14,341 (b) Deferred tax liabilities (Net) 6 2,004 1,929 (c) Other Long-term liabilities 7 107 121 (d) Long-term provisions 8 360 299 (3) Current Liabilities (a) Short-term borrowings 9 26,498 22,799 (b) Trade payables i. Dues of micro enterprises and small enterprises 1,388 1,517 ii. Dues of creditors other than micro enterprises

and small enterprises10 35,893 28,378

(c) Other current liabilities 11 17,719 18,233 (d) Short-term provisions 12 2,658 3,788 Total 1,89,625 1,65,117 II. ASSETS (1) Non-current assets (a) Fixed assets (i) Tangible assets 13 88,697 72,056 (ii) Intangible assets 13 385 380 (iii) Capital work-in-progress 13 2,088 5,509 (b) Goodwill on Consolidation 8,896 8,495 (c) Non-current investments 14 1,947 1,833 (d) Deferred tax assets (net) 15 686 174 (e) Long term loans and advances 16 6,970 6,975 (f ) Other non-current assets 17 46 48 (2) Current assets (a) Current investments 18 876 1,355 (b) Inventories 19 26,235 23,636 (c) Trade receivables 20 42,848 35,687 (d) Cash and bank balances 21 1,510 1,331 (e) Short-term loans and advances 22 6,926 6,628 (f ) Other current assets 23 1,515 1,010 Total 1,89,625 1,65,117


99

Consolidated Statement of Profit and Lossfor the year ended 31 March, 2016










` Lakhs

Particulars Note No Year ended


31 March, 2015

I. Revenue from operations (Gross) 2,58,292 2,36,820

Less: Excise Duty 17,580 15,732

Revenue from operations (Net) 24 2,40,712 2,21,088

II. Other Income 25 2,418 2,242

III. Total Revenue (I + II) 2,43,130 2,23,330

IV. Expenses:-

Cost of materials consumed 26 1,35,289 1,22,855

Purchase of Stock-in-Trade (Traded goods) 27 1,834 1,950

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

28 (1,827) (1,337)

Employee benefits expense 29 34,651 30,747

Finance costs 30 4,493 4,612

Depreciation and amortization expense 13 11,384 10,568

Other expenses 31 47,713 44,775

Total Expenses 2,33,537 2,14,170

V. Profit before exceptional items and tax (III - IV) 9,593 9,160

VI. Exceptional Items (Refer Note 36) 1,336 4,174

VII. Profit before tax (V - VI) 10,929 13,334

VIII. Tax expense:

(1) Current tax expense 2,567 1,711

(2) MAT Credit (275) (757)

(3) Additional provision for tax relating to prior years (6) 103

(4) Share of Joint ventures 1,311 1,452

Net current tax expense 3,597 2,509

(5) Deferred tax (635) 1,309

(6) Share of Joint ventures 199 (106)

Net tax expense 3,161 3,712

Ix. Profit after tax before share of Profit/(Loss) of associate and minority interest (VII - VIII)

7,768 9,622

X. Share of Profit /(Loss) of associate 112 42

XI. Less: Minority Interest 1,326 2,570

xII. Profit for the year (Ix + x - xI) 6,554 7,094

XIII. Earning per equity share (of ` 10 each): 43

(1) Basic 46 50

(2) Diluted 46 50


100

` Lakhs



31 March, 2015

A. Cash flow from operating activities

Net Profit before extraordinary items, tax, share of profit/(loss) of associate and minority interest

10,929 13,334

Adjustments for:

Depreciation and amortisation 11,384 10,568

Profit on sale of assets (41) (53)

Loss on sale of assets / Assets written off 169 180

Finance costs 4,493 4,612

Stock Written off 29 -

Interest income (190) (206)

Dividend income (66) (66)

Provision for Doubtful Debts / Advances 96 110

Liability no longer required written back (254) (246)

Unrealised exchange loss (Net) 160 86

Bad debts / Advances written off - 3

Provision for warranty (56) (31)

Exceptional Items (2,754) (4,648)

Translation (gain)/loss on Fixed Asset 164 -

Foreign Currency translation reserve 3 -

13,137 10,309

Operating profit before working capital changes 24,066 23,643

Changes in working capital

Adjustments for (increase) / decrease in operating assets and liabilities:

Increase/(Decrease) in long-term provisions (2,063) 31

Increase/(Decrease) in short-term borrowings 560 3,659

Increase/(Decrease) in Trade payables 4,876 2,079

Increase/(Decrease) in other current liabilities 1,344 715

Increase/(Decrease) in other long term liabilities (14) 16

Increase/(Decrease) in short-term provisions 205 (216)

(Increase)/Decrease in Inventories (1,961) (2,300)

(Increase)/Decrease in Trade receivables (4,152) (2,868)

(Increase)/Decrease in short-terms loans and advances (499) (1,183)

(Increase)/Decrease in long-term loans and advances (412) 77

(Increase)/Decrease in other assets (current & non current) (496) (184)

(Increase)/Decrease in cash balance not considered as cash and cash equivalents (18) (132)

(2,630) (306)

Cash generated from operations 21,436 23,337

Net income tax (paid) / refunds (4,075) (3,551)

Net Cash flow from operativing activities (A) 17,361 19,786

B. Cash flow from investing activities

Capital expenditure on fixed assets, including capital advances (18,848) (15,472)

Proceeds from sale of fixed assets 2,931 4,631

Purchase of long-term investments (7) (1,410)

Consolidated Cashflow Statementfor the year ended 31 March, 2016


101

` Lakhs



31 March, 2015

Dividend income

- Associates - -

- Others 66 66

Interest income 184 209

Net cash flow from investing activities (B) (15,674) (11,976)

C. Cash flow from financing activities

Long term borrowings taken / (repaid) 7,296 (1,741)

Dividend paid (including taxes) (4,734) (1,712)

Interest paid (4,566) (4,569)

Net cash flow from financing activities (C) (2,004) (8,022)

Net increase / (decrease) in Cash and cash equivalents (A+B+C) (317) (212)

Cash and cash equivalents at the beginning of the year 1,331 2,046

Add: Current Investments 1,355 731

Less: Unpaid Dividend Accounts 88 76

Less: Bank deposit with maturity more than 3 months but less than 12 months 149 1

Less: Capital Gain scheme account - 1

Less: Others 35 76

Add: Cash and equivalents at the beginning of the year pursuant to merger of KML - 3

Adjusted Cash and cash equivalents at the beginning of the year 2,414 2,626

Cash and cash equivalents at the end of the year 1,510 1,331

Add: Current Investments 876 1,355

Less: Unpaid Dividend and Unpaid Interest Warrants Accounts 84 88

Less: Bank deposit with maturity more than 3 months but less than 12 months 190 149

Less: Others 15 35

Adjusted Cash and cash equivalents at the end of the year 2,097 2,414

Net Increase / (Decrease) (317) (212)











102

1 BRIEF ABOuT THE COMPANY Rane Holdings Limited (RHL) is the holding company whose

main activity is investing in Rane group Companies that are engaged primarily in the manufacture and marketing of auto components. The Rane Group’s investment profile includes subsidiaries, joint ventures and associate. The Company’s income stream comprises of (i) dividend from the investments made in the group companies, (ii) trade mark fee for use of “RANE” trade mark and (iii) service fee from group companies for providing service in the areas of management, information technology, business development and infrastructure.

2 SIGNIFICANT ACCOuNTING POLICIES:-2.1 Principles and Particulars of Consolidation

Principles of Consolidation

The consolidated financial statements relate to Rane Holdings Limited (referred as “the Company” or “the Holding Company”), its subsidiary companies (Collectively referred to as “the group”), joint ventures, and the Group’s share of profit / (loss) in its associate.

The Financial statements of the Subsidiaries, Joint Ventures and Associate used in the consolidation are drawn up to the same reporting date as that of the holding company i.e. 31 March, 2016.

The Financial statements of the Company, its Subsidiaries, Joint Ventures and Investments in Associate company are consolidated in accordance with Accounting Standard 21(AS21) “Consolidated Financial Statements”, Accounting Standard 27 (AS 27) – “Financial Reporting of Interests in Joint Ventures” and Accounting Standard 23 (AS 23) – “Accounting for Investments in Associates in Consolidated Financial Statements”, respectively.

The Financial statements of the Company and its Subsidiaries have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating material intra-group balances, intra-group transactions, unrealized profits/losses on intra-company transactions and consolidation adjustments.

Interests in Joint Ventures have been accounted by using the proportionate consolidation method as per Accounting Standard 27 – Financial Reporting of Interests in Joint Ventures. The intra-group balances, intra-group transactions and unrealised profits or losses have been eliminated to the extent of Group’s share in the entity.

Investment in associate company is accounted for by using equity method whereby investment is initially recorded at cost and the carrying amount is adjusted thereafter for post acquisition change in the company’s share of net assets of the associate.

The excess of cost to the Group of its investments in the subsidiary companies / joint ventures over its share of equity of the subsidiary companies / jointly controlled entities, at the dates on which the investments in the subsidiary companies / joint ventures were made, is recognised as ‘Goodwill’ being an asset in the consolidated financial statements and is tested for impairment on annual basis. On the other hand, where the share of equity in the subsidiary companies / joint ventures as on the date of investment is in excess of cost of investments of the Group, it is recognised as ‘Capital Reserve’ and shown under the head ‘Reserves & Surplus’, in the consolidated financial statements. The ‘Goodwill / ‘Capital Reserve’ is determined separately for each subsidiary company / joint ventures and such amounts are not set off between different entities.

The carrying value of Goodwill is tested for impairment as at the end of each reporting period.

Minority interest in the net assets of the consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made in the subsidiaries and further movements in their share in the equity, subsequent to the dates of investments. Minority Interest share in the Net Profit for the year of the consolidated subsidiaries is identified and adjusted against the Profit After Tax of the group. The losses in subsidiaries attributable to the minority shareholders are recognized to the extent of their interest in the equity of subsidiaries.

Notes forming part of the Consolidated Financial Statementsfor the year ended 31 March, 2016

Particulars of consolidationThe list of companies included in consolidation are as follows:

Equity shares held % of voting power held

CompaniesAs at

31 March,2016As at

31 March,2015As at

31 March,2016As at

31 March,2015SubsidiariesRane (Madras) Limited - (RML) 59,18,156 59,16,272 56% 56%Rane Engine Valve Limited - (REVL) - refer note ( a ) below 34,31,054 34,31,054 51% 51%Rane Brake Lining Limited - (RBL) - refer note ( b ) below 36,48,311 36,48,311 46% 46%Rane Holdings America Inc.* 20,000 20,000 100% 100%Joint VenturesRane TRW Steering Systems Private Limited - (RTSS) 43,69,123 43,69,123 50% 50%Rane NSK Steering Systems Private Limited - (RNSS) 87,71,000 87,71,000 49% 49%JMA Rane Marketing Limited (JMA Rane) 3,60,003 3,60,003 49% 49%AssociateSasMos HET Technologies Limited (SasMos)** 6,11,399 6,11,399 45% 45%

* Company incorporated outside India** SasMos is the holding company of Fokker Elmo SasMos Interconnection Systems Limited having 51% of voting power.


103

a) A Scheme of Amalgamation (“Scheme”) approved by the shareholders of Rane Engine Valve Limited (REVL) and Kar Mobiles Limited (KML) with effect from 1 April 2014 was sanctioned by the High Court of Judicature at Madras on 26 February 2015 which was filed with the Registrar of Companies on 1 April 2015. Pursuant to the scheme, the company is entitled to receive 6,21,368 equity shares of ` 10/- each of REVL in exchange for 8,87,669 equity shares of ` 10/- each held by the Company in KML. REVL has alloted the shares to the company on 4 May 2015.

b) The shareholders of RBL had approved an amendment in the year 2009-10, to the articles of association of the company which authorizes, the Company to appoint majority of the Board of Directors of the company. As a result RBL has become a board controlled subsidiary of the Company and hence consolidated on a line-by-line basis.

2.2 Basis of accounting and preparation of consolidated financial statements

The consolidated financial statements of the Company and its subsidiaries (together the ‘Group’), joint ventures and associate have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”). The consolidated financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the previous year. Also refer Note 45.

2.3 use of estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles in India requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the balance sheet date and the reported amount of income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

2.4 Inventories

Inventories are valued at lower of cost and net realizable value after providing for obsolescence and other losses, where considered necessary. Cost is determined on weighted average basis. Cost includes conversion and other costs incurred in bringing the inventories to the present location and condition. Inventories are written down for obsolete/slow moving/non-moving items wherever necessary. Cost of loose tools is amortised over a period of 3 years. Work-in-

progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty. Inventory lying in customs bonded warehouse is valued inclusive of customs duty payable on clearance.

2.5 Cash and cash equivalents

Cash comprises cash on hand and demand deposits with Banks. Cash equivalents comprises of bank balances in current account and other short-term (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.6 Cash flow statement

Cash flows are reported using indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effect of the transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated based on the available information.

2.7 Depreciation and amortisation

Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 or in respect of certain categories of assets, in whose case, the life of the assets has been assessed based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc.

Tangible Assets useful life (years)

Vehicles 5

Furniture and Fittings 5

Office Equipment (other than computers) 3

Capital tooling 3

Tools and Jigs 5

Intangible Assets are amortized over their estimated useful life as follows:

Intangible Assets useful life (years)

Software License 3 to 6

Software 3

Technical Knowhow / License Fees for technical assistance

3 to 6

Design and Drawings 5

Assets individually costing less than ` 10,000 each are fully depreciated in the year of acquisition.

2.8 Revenue recognition2.8.1 Sales

Revenue is recognized net of returns and trade discounts, when the significant risks and rewards of ownership of goods


104

have been passed to the buyer. Sales include excise duty but exclude sales tax , value added tax and other trade discounts and rebates wherever applicable.

2.8.2 Other Income

Income from Job work/Services is recognized on rendering the services.

Revenues from Service Fee and Trade Mark Fee are recognised on accrual basis in accordance with terms of the relevant agreements.

Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

2.8.3 Dividend Income

Dividend income is recognized when the right to receive it is established.

2.9 Fixed Assets2.9.1 Tangible Fixed Assets

Tangible Fixed Assets are stated at cost of acquisition or construction, net of cenvat credit, depreciation and impairment loss if any. Cost includes direct cost and financing cost related to borrowing attributable to acquisition that are capitalised until the assets are ready for use.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefit from the existing asset beyond its previously assessed standard of performance.

Expenses incurred in connection to the project prior to the commencement of the commercial production are treated as part of project cost and capitalized as part of fixed assets.

Losses arising from the retirement of, and gains and losses arising from disposal of fixed assets, which are carried at cost are recognised in the Consolidated Statement of Profit and Loss.

Fixed assets that are fully depreciated are retained at a value of ` 1/-.

2.9.2 Intangible assets

Intangible assets are stated at acquisition cost net of accumulated amortisation and accumulated impairment losses, if any.

Software/Technical Knowhow are capitalised where it is expected to provide future economic benefits.

2.9.3 CapitalWork-in-progress:

Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising direct cost, related incidental expenses and attributable interest.

Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date are disclosed as “Capital Advances” under Long term loans and advances.

2.10 Foreign currency transactions and translations

2.10.1 Initial recognition

Transactions in foreign currencies entered into by the Group are accounted at the exchange rates prevailing on the date of the transaction.

2.10.2 Measurement of foreign currency monetary items at the Balance Sheet date

Foreign currency transactions are recorded at the exchange rates prevailing on the date of transaction.

At the year end all monetary assets and liabilities denominated in foreign currency are restated at year end exchange rates. Consolidated resultant exchange differences arising from settlement of foreign currency transactions and from year end restatement are recognized in the Statement of Profit and Loss except those arising on reporting of long term foreign currency monetary items relating to acquisition of depreciable fixed assets which are adjusted to the carrying amount of such assets and depreciated over the remaining useful life of such assets.

Premium or discount on forward exchange contracts (i.e. the difference between the forward exchange rate and the exchange rate at the date of transaction) is accounted for as income/expense over the life of the contract if such contracts relate to monetary items as at the balance sheet date. Profit or loss on cancellation of forward contracts are recognized as income/expense in the Consolidated Statement of Profit and Loss for the year in which they are cancelled.

2.10.3 Accounting of forward contracts and treatment of exchange difference

The Group enters into forward exchange contracts to hedge its risks associated with foreign currency fluctuations. The premium or discount, arising at the inception of a forward exchange contract is amortized as expense or income over the life of the contract. Exchange differences on such a contract are recognised in the Consolidated Statement of Profit & Loss in the year in which the exchange rates change.

2.11 Government Grants and Capital Subsidy

Government grants relating to depreciable tangible fixed assets are treated as deferred income and recognised in the Consolidated Statement of Profit and Loss over the remaining useful life of the related assets.

Lump sum Capital Subsidies, not relating to any specific fixed asset, received from State Government for setting up new projects are accounted as capital reserve.

2.12 Investments

2.12.1 Long Term Investments

Long-term investments, are carried individually at cost less provision for diminution, other than temporary, in the value of such investments.

2.12.2 Current Investments

Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties.

2.13 Employee benefits

Employee benefits include provident fund, superannuation fund, gratuity fund and compensated absences.

2.13.1 Defined contribution plans

Contribution to provident fund and superannuation fund in the Group are considered as Defined Contribution Plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

Provident Fund

The Group contributes to a government administered Provident fund on behalf of its employees, which are charged to the consolidated statement of profit and loss. The company


105

has no obligations for future provident fund benefits other than its monthly contributions.

In regard to a subsidiary company, Rane Engine Valve Ltd. for certain category of employees the company administers the benefits through a recognised Provident Fund Trust. For other employees, contributions are made to the regional Provident Fund Commissioners as per law. The Government mandates the annual yield to be provided to the employees on their corpus. For the first category of employees (covered by the Trust), the company has an obligation to make good the shortfall, if any, between the yield on the investments of the trust and the yield mandated by the Government.

Superannuation Fund

This is a defined contribution plan, where a portion of the eligible employees’ salary, as per the choice exercised by the respective employees, is contributed towards superannuation fund administered by the Trustees and managed by Life Insurance Corporation of India (LIC). There are no further obligations for future superannuation benefits other than the annual contributions which is recognized as expense as and when due.

2.13.2 Defined benefit plans

The Group makes annual contribution to a Gratuity Fund administered and managed by Life Insurance Corporation of India. The Group accounts its liability for future gratuity benefits based on actuarial valuation, as at the Balance Sheet date, determined using the Projected Unit Credit method. Actuarial gains/losses are immediately recognised in the Consolidated Statement of Profit and Loss.

2.13.3 Short-term employee benefits

Short term employee benefits including accumulated compensated absences determined as per Group’s policy/scheme are recognised as expense based on expected obligation on undiscounted basis.

2.13.4 Termination benefits

Termination benefits represent compensation towards Voluntary Retirement Scheme which is expensed as incurred. Termination benefits falling due for more than twelve months after the balance sheet date are accounted using appropriate discount rates.

2.14 Borrowing Costs

Borrowing costs attributable to acquisition or construction or production of qualifying assets are capitalised as part of the cost of such assets. All other borrowing costs are recognised as revenue in nature.

2.15 Operating Leases

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Consolidated Statement of Profit and Loss on a straight-line basis as per the lease terms.

In respect of one of the Joint Venture Companies (JMA Rane), JMA Rane has leased facilities under cancellable lease arrangements with a lease term ranging from one year to three years, which are subject to renewals at mutual consents thereafter. The cancellable arrangements can be terminated by either party after giving due notices. JMA Rane does not have any non cancellable lease arrangements.

2.16 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

2.17 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the company will pay normal tax in the future years. Accordingly, it is recognized as an asset in the balance sheet when it is probable that the future economic benefit associated with it will flow to the Company and the asset can be measured reliably. This asset is reviewed for the appropriateness of its carrying amount at each Balance Sheet date.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation and carry forward of losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability.

2.18 Research and development expenses

Revenue expenditure on Research and Development is charged off in the year in which it is incurred. Capital expenditure on Research and Development is included under Fixed Assets. The amount capitalised comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis to creating, producing and making asset ready for its intended use.


106

Instruments : Recognition and Measurement”, the group has opted to follow the recognition and measurement principles relating to derivatives as specified in the Standard. Accordingly, the changes in the fair values of forward contracts and options designated as cash flow hedges are recognized directly in ‘Hedge Reserve Account’ being part of the shareholders’ funds and reclassified into the consolidated statement of profit and loss upon the occurrence of the hedged transactions. The changes in fair value relating to the ineffective portion of the cash flow hedges and forward contracts/options not designated as cash flow hedges are recognized in the Consolidated Statement of Profit and Loss as they arise.

2.23 Derivative Contracts

In case of certain Subsidiaries and Joint Ventures exposed to foreign currency fluctuations on foreign currency assets and forecasted cash flows denominated in foreign currency, those companies limit the effects of foreign exchange rate fluctuations using derivative financial instruments such as foreign exchange forward contract, option contract, currency and interest rate swaps to hedge its exposure in movements of foreign exchange rates and interest rates relating to underlying transaction.

Derivative contracts designated as a hedging instrument for highly probable forecast transactions are accounted as per the policy stated for Hedge Accounting.

All other derivative contracts are marked-to-market and losses are recognised in the Consolidated Statement of Profit and Loss. Gains arising on the same are not recognised, until realised, on grounds of prudence.

2.24 Insurance Claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there is no uncertainty in receiving the claims.

2.25 Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted and when there is no uncertainty in availing / utilizing the credits.

2.26 Operating Cycle

Based on the nature of products / activities of the Group and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

2.19 Impairment of Assets

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets.

2.20 Provisions and contingencies

A provision is recognised when the Group has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding employee benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognised in the consolidated financial statements.

2.21 ProvisionforWarranty

The estimated liability for product warranties is recorded when products are sold. Product warranty provisions cover the estimated liability to repair or replace products still under warranty on the Balance Sheet date and is determined by applying historical experience levels of repairs and replacements developed by using the percentage (of aggregate warranty claims on aggregate eligible sales). Product warranty liability is generally extended for a period of one to two years from the date of sale.

2.22 Hedge Accounting

In case of certain Subsidiaries and Joint Ventures exposed to foreign currency fluctuations on foreign currency assets and forecasted cash flows denominated in foreign currency, those companies limit the effects of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The group enters into forward exchange and option contracts, to hedge its risks associated with foreign currency fluctuations.

Pursuant to ICAI Announcement “Accounting for Derivatives” on the early adoption of Accounting Standard AS 30 “Financial


107

3 SHARE CAPITAL` Lakhs

Description As at 31 March, 2016

As at 31 March, 2015

(a) Authorised:

Equity Shares:

1,50,00,000 Shares (1,50,00,000 Shares) of `10 each 1,500 1,500

Preference Shares:

50,00,000 Shares (50,00,000 Shares) 13.5% Cumulative Redeemable Preference Shares of `10 each

500 500

(b) Issued, Subscribed and Fully Paid up:

Equity Shares:

1,42,77,809 Shares (1,42,77,809 Shares) of `10 each 1,428 1,428

3.1 The Company has Subsidiaries, Joint Ventures and Associate. There is no Ultimate Holding Company for the Company.

3.2 Terms / Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of ` 10/- per share. All these shares have the same rights and preferences with respect to payment of dividend, repayment of capital and voting. The dividend proposed by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting, except in the case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

3.3 Details of shares held by each shareholder holding more than 5% shares:

As at 31 March, 2016 As at 31 March, 2015

Class of Shares/ Name of Shareholder/ Equity shares with voting rights

No of Shares % of Holding No of Shares % of Holding

1. Raman T G G 14,84,056 10.39% 14,84,056 10.39%

2. Sundaram Mutual Fund A/c Sundaram Smile Fund 8,00,308 5.61% 5,40,336 3.78%

3.4 There is no change in the number of shares at the beginning of the year and end of the year.


108

4 RESERVES AND SuRPLuS` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015a. Capital Subsidy 113 103

Add: Additions pursuant to merger (Refer Note 37) - 10 Total 113 113

b. Export Incentive Reserve 19 19 c. Capital Profit Reserve 99 99 d. Capital Redemption Reserve (Refer Note 4.1) 1,067 1,028

Add: Additions pursuant to merger (Refer Note 37) - 39 Total 1,067 1,067

e. Investment allowance reserve 36 36 Add: Additions/(Deletions) during the year (36) - Total - 36

f. Capital Reserve on Amalgamation 29 29 g. General Reserve on Merger (Refer Note 4.2) 819 819 h. Capital Reserve on Consolidation 2,069 2,069 i. Amalgamation Adjustment Account (20) (20)j. Securities Premium 5,908 5,908 k. Hedge Reserve account 38 43

Add: Additions pursuant to merger (Refer Note 37) - 10 Add: Additions/(Deletions) during the year (49) (15)Total (11) 38

l. Foreign Currency Translation Reserve 5 3 Add: Additions/(Deletions) during the year 1 2 Total 6 5

m. General Reserve:Opening Balance 22,764 13,040 Add: Additions pursuant to merger (Refer Note 37) - 1,411 Add: Investment allowance reserve 36 -Add: Transfer from Surplus in Statement of Profit and Loss 1,554 8,313 Closing Balance 24,354 22,764

n. Surplus in the Statement of Profit and LossOpening Balance 20,034 23,230 Add:Profit for the year 6,554 7,094 Less:Interim Dividend @ 100 %(Previous Year Nil) 1,428 - Final Dividend Nil (Previous Year 75%) - 1,071 Tax on dividend 410 218 Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life (net of Deferred Tax ` 99 Lakhs)

- 193

Adjustments on account of merger (Refer Note 37) - 495 Transferred to General reserve 1,554 8,313 Net surplus in the Statement of Profit and Loss 23,196 20,034 Total Reserves and Surplus 57,648 52,980

4.1 Capital Redemption Reserve as at April 1, 2014 represents amount transferred from the Consolidated Statement of Profit and Loss in accordance with Section 80(1)(d) of the Companies Act, 1956 on redemption of preference shares relating to the Company in the previous years.

4.2 General Reserve on merger represents ` 819 Lakhs (` 819 Lakhs) arising out of the amalgamation of Rane Investments Limited, a wholly owned subsidiary as approved by the shareholders of the Company and sanctioned by the High Court of Judicature at Madras with effect from the appointed date April 1, 2009.


109

5 LONG-TERMBORROWINGS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 20155.1 Secured (Refer Note 5.3) Term Loans from Banks 19,422 8,863 Term Loans from Institutions 2,194 - External Commercial Borrowings from Banks - 1,659 Loans from Related Parties (Refer Note 38) 28 141 Share in Joint Ventures 2,103 2,531 Total Secured Long-Term Borrowings 23,747 13,194 5.2 unsecured Long term Capital lease obligations 456 - Interest Free Sales Tax Loan (Refer note 5.4) 623 746 Fixed Deposits (Refer note 5.5) - Related Parties 1 157 - Others - 219 Loans from Related Parties (Refer Note 38) 5 25 Total unsecured Long-Term Borrowings 1,085 1,147 Total Long-Term Borrowings 24,832 14,341

5.3 Security

Term loans are secured by first charge on Pari-passu basis on respective company’s immovable properties both present and future and are also secured by hypothecation of respective company’s movable properties, book debts and inventories as per applicable terms of the contract of each loan.

In respect of REVL,

1. Term loans taken over pursuant to Merger (Standard Chartered Bank and Karur Vysya Bank) are secured by first charge on Pari-passu basis on all immovable and movable fixed assets, present and future, of the company’s Peenya Unit and Tumkur Unit and second charge on Pari-passu basis on all currents assets, present and future, of the Peenya Unit and Tumkur Unit.

2. Other Term loans are secured on Pari-passu basis by first charge on the company’s immovable and movable fixed assets (other than Property situated at Alandur-Chennai, Peenya and Tumkur) both present and future.

In respect of RML,

1. ECB Loans from Standard Chartered Bank (SCB) and DBS Bank Limited (DBS) are secured on a pari passu basis by a first charge created on the Company’s immovable properties both present and future and are also secured by hypothecation of the Company’s movable properties both present and future, subject to prior charge on the book debts and inventories in favour of the bankers for working capital facilities.

2. The INR Term Loans from HDFC Bank Ltd, Kotak Mahindra Bank Ltd and Canara Bank Ltd and USD-Long Term Loan from Export and Import Bank of India (EXIM) are secured on a pari passu basis by a first charge created on the Company’s immovable properties both present and future and are also secured by hypothecation of the Company’s movable properties both present and future, subject to prior charge on the book debts and inventories in favour of the bankers for working capital facilities.

3. The INR Term Loans from ING Vysya and Yes Bank is secured on a pari passu basis by a first charge created on the Company’s Diecast Business, immovable properties both present and future and are also secured by hypothecation of the Company’s Diecast Business, movable properties both present and future, subject to prior charge on the book debts and inventories in favour of the bankers for working capital facilities.

4. Loan from Rane TRW Steering Systems Pvt Ltd (Related party) :- RML has outstanding INR loan of ` 328 Lakhs out of which ` 281 Lakhs is secured by respective machinery of Diecasting Business and unsecured to the extent of ` 47 Lakhs.

5. Corporate Rupee loan from ICICI Bank Ltd is secured on a first Pari Passu charge on fixed assets of the company both present and future (except Velachery property) and second Pari Passu charge on Current assets both present and future.

6. The USD Term Loan from The Private and Trust Company is secured against all assets of Rane Precision Diecasting Inc.

In respect of the foreign currency loans obtained, RML, REVL, RBL and RNSS have hedged it by entering into derivative contracts whereby the principal and interest amount thereon have been swapped and firmed up into Indian Rupees at a fixed rate of interest. These arrangements have been recognized and the amount of borrowings has been stated in the books in Rupee values as per the said arrangements.


110

5.4 Interest free sales tax loan is repayable over a period of 14 years as per terms of sanction granted by Government of Andhra Pradesh for REVL & RBL.

5.5 Fixed Deposits

Fixed Deposits accepted from public are repayable as per terms of individual deposit ranging from 24 months to 36 months from the date of acceptance of deposits. The Interest rates payable on the above deposits varies from 9% p.a to 10% p.a as per the terms of individual deposits.

In respect of RML, REVL & RBL, Fixed Deposits which have not fallen due for repayment as at 31 March 2016 as per the original terms of acceptance of such deposits, aggregating ` 360 Lakhs (`1,522 Lakhs), the companies have discontinued accepting or renewing the fixed deposits with effect from 1 April 2014 and have not accepted deposits falling within the ambit of chapter V, section 73 of the Companies Act 2013. Based on the application made by the companies in terms of section 74(2) Company Law Board (CLB) vide its order dated 16 September 2015 granted time to the companies to repay the deposits on their respective maturity dates or 31 March 2017, whichever is earlier in accordance with the terms of acceptances of such deposits.

6 DEFERRED TAx LIABILITIES (Net)

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015


On difference between book balance and tax balance of fixed assets 1,407 1,675

Others 1,783 1,675

Share in Joint Ventures 878 634

Tax effect of items constituting deferred tax liability (A) 4,068 3,984


Provision for Employee Benefits 728 39

Voluntary Retirement Compensation Scheme 300 354

Unabsorbed Depreciation - 356

Others 714 1,030


Tax effect of items constituting deferred tax assets (B) 2,064 2,055

Net deferred tax liability (A)-(B) 2,004 1,929

7 OTHER LONG-TERM LIABILITIES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Termination benefit under Voluntary Retirement Scheme 14 26

Others (Refer Note 7.1) 93 95

Total Other Longer Term Liabilities 107 121

7.1 Others include, amount of ` 52.81 Lakhs (` 54.31 Lakhs) payable on investment as per the agreement with TCW Renewable Energy (India) Private Limited, in respect of REVL


111

8 LONG-TERM PROVISIONS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Provision for Warranty (Refer Note 34) 360 299

Total Long-Term Provisions 360 299

9 SHORT-TERMBORROWINGS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Secured (Refer note 9.1)

Cash credit 675 7,173

Working Capital Loans 10,451 268

Short Term loan 550 800

Commercial Paper 4,000 4,000

Others 5,317 6,118

Share in Joint Ventures 4,897 3,432

unsecured

Commercial Paper - 1,000

Working Capital Loans 600 -

Sales tax deferment from Government of Andhra Pradesh 8 8

Total Short Term Borrowings 26,498 22,799

9.1 Security

Short Term Borrowings in the nature of cash credits, Packing credit, Commercial paper, Buyers credit & Working capital loans are secured by way of hypothecation of respective company’s inventories, book debts and other current assets.

In respect of RML, also by second charge on company’s movable and immovable properties both present and future as per applicable terms of the contract of each loan and in respect of REVL, also by second charge on Pari-passu basis on company’s Peenya Unit and Tumkur Unit on land and buildings and plant and machiney as per applicable terms of the contract of each loan.

10 TRADE PAYABLES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Acceptances 2,025 1,879

Other than Acceptances

- dues to other than Micro Enterprises & Small Enterprises 23,556 19,650


Total Trade Payables 35,893 28,378


112

11 OTHER CuRRENT LIABILITIES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Current Maturities of Long Term Borrowings

- Term loans from Banks 6,628 5,647

- Term loans from Institutions 506 -

- External Commercial Borrowings from Banks 210 2,693

- Loans from Related Parties (Refer Note 38) 131 130

- Fixed Deposits

- Related Parties - 53

- Others 360 1,093

- Interest Free Sales Tax Loan 123 110

- Others 287 105

Interest accrued but not due on borrowings 317 391

Unclaimed Dividends 94 100

Unclaimed Matured Fixed Deposits 2 4

Unclaimed interest on Fixed Deposit 1 1

Related Party (Refer Note 38) 47 17

Statutory remittances 1,586 1,698

Payables for purchase of Fixed Assets 374 608

Gratuity (Refer Note 39) 1,011 1,253

Others 2,436 621


Total Other Current Liabilities 17,719 18,233

12 SHORT-TERM PROVISIONS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

(a) Provision for employee benefits

Provision for Compensated absences 1,602 1,497

(b) Others

Provision for Wealth tax - 40

Provision for warranty (Refer Note 34) 207 196

Provision for proposed dividend - 1,071

Provision for tax on proposed dividend - 218


Total Short-Term Provisions 2,658 3,788


113

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115

14 NON-CuRRENT INVESTMENTS (at cost)

` Lakhs

Description As at 31 March, 2016

As at 31 March, 2015

Trade

Investment in Equity instruments (fully paid up)

(i) Associate Company

unquoted:

SasMos HET Technologies Limited (includes goodwill of ` 134 lakhs (` 22 lakhs)) 1,853 1,741

(611,399 (611,399) Shares of ` 10 each )

(ii) Other Entities

unquoted:

Wellingdon Corporate Foundation - -

(60 shares of ` 10/- each costing ` 1,000/-)

TCW Renewable Energy India (Pvt) Ltd 92 92

(10,22,422 shares of ` 10/- each) held by subsidiaries

Clean Wind Power (Manvi) Private Limited 2 -

(24,000 Shares of ` 10 each) held by subsidiaries

Total Non-Current Investments 1,947 1,833

Aggregate value of Investments:-

Unquoted at Cost 1,947 1,833

15 DEFERRED TAx ASSETS (Net)

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015


On difference between book balance and tax balance of fixed assets 1,165 1,384

Tax effect of items constituting deferred tax liability (A) 1,165 1,384


Provision for Employee Benefits 250 381

Provision for doubtful debts / advances 42 39

Voluntary Retirement Compensation Scheme 850 889

Unabsorbed Depreciation 672 201

Others 37 48

Tax effect of items constituting deferred tax assets (B) 1,851 1,558

Net deferred tax asset (B)-(A) 686 174

15.1 In respect of REVL,the deferred tax arising on unabsorbed depreciaton has been recognised to the extent of the availability of future taxable income by virtue of future reversal of deferred tax liability on fixed assets recognised at the Balance Sheet date in accordance with the Accounting Standard - 22.


116

16 LONG-TERM LOANS AND ADVANCES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

unsecured-considered good (unless otherwise stated)

Capital Advances 216 1,029

Loans and Advances to Employees 14 -

Security Deposits 1,117 725

Rent Deposits 64 13

Advance Income Tax (Net of provision ` 21,640 Lakhs (` 19,078 Lakhs)) 2,650 1,830

Loans and advances to related parties (refer note 38) - 75

Balances with Government authorities 630 237

Minimum Alternate Tax Credit Entitlement 1,243 1,743

Other Advances - Considered good - 426

Other Advances - Considered doubtful 10 10

Less: Provision for doubtful advances (10) (10)

Share in Joint Ventures 1,030 897

Share in Joint Ventures (Secured) 6 -

Total of Long-Term Loans and Advances 6,970 6,975

17 OTHER NON-CuRRENT ASSETS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Long term deposits with banks with maturity period more than 12 months 34 34

Others 12 14

Total Other Non-Current Assets 46 48

18 CuRRENT INVESTMENTS (at Cost)

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Investment in Mutual Funds 876 1,255

Share in Joint Ventures - 100

Total Current Investments 876 1,355

Considered as cash and cash equivalents as defined in AS-3 Cash Flow Statement 876 1,355

19 INVENTORIES (at Lower of Cost and Net Realisable Value)

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Raw materials and components 4,279 4,429

Raw material goods-in transit 468 433

Work-in-progress 2,682 2,253

Finished Goods 7,166 6,979

Finished goods-in transit 1,014 876

Stock in Trade (acquired for trading) 178 212

Stores and Spares 2,101 2,091

Stores and Spares in Transit - 11


Total Inventories 26,235 23,636


117

20 TRADE RECEIVABLES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

unsecured-considered good

Outstanding for a period exceeding six months from the due date of payment

Considered doubtful 239 231

Less: Provision for doubtful receivables (239) (231)

- -

Other Trade receivable 31,769 26,668

Considered doubtful 292 155

Less: Provision for doubtful receivables (292) (155)

31,769 26,668


Total Trade Receivables 42,848 35,687

21 CASH AND BANK BALANCES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Cash and Cash equivalents

Cash on hand 27 21

Balances with Banks

- In Current Accounts 521 388

- In EEFC Accounts 3 19

- In Deposits 250 292

- Bank deposit with maturity more than 3 months but less than 12 months 7 149

In earmarked accounts:

Unpaid Dividend accounts 83 87

Unpaid Interest warrant accounts 1 1

Others 15 35


Total Cash and Cash Equivalents 1,510 1,331

Note: Of the above, the balances that meet the definition of Cash and cash equivalents as per AS 3 Cash Flow Statements is Cash and Cheques/ drafts on hand and balances with banks in current accounts

1,221 1,059


118

22 SHORT-TERM LOANS AND ADVANCES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

unsecured, considered good unless otherwise stated

Loans and advances to employees 105 53

Loans and Advances to Related parties - 350

Balance with Government authorities

- CENVAT credit receivable 32 20

- Value added tax receivable 9 37

- Service Tax credit receivable 17 22

- Balance with Customs and Excise 2,197 2,081

- Export Entitlements 522 287

Prepaid expenses 548 489

Other Advances 1,093 1,210

Suppliers Advances 340 447

Suppliers Advances - Considered doubtful 84 84

Less: Provision for doubtful advances (84) (84)


Total Short-Term Loans and Advances 6,926 6,628

23 OTHER CuRRENT ASSETS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Insurance Claims Receivable 289 58

Interest accrued and due from Associate (Refer Note 38) 7 5

Others 1,197 798


Total Other Current Assets 1,515 1,010

24 REVENuE FROM OPERATIONS

` Lakhs



31 March, 2015

Sale of products 1,78,307 1,68,633

Less: Excise duty 17,580 15,732

Other Operating Revenue (net of excise duty) (Refer note 24.1) 4,081 3,169

Share in Joint Ventures (net of excise duty) 75,904 65,018

Total Revenue from Operations 2,40,712 2,21,088

24.1 Other Operating Revenue

Sale of Scrap (net of excise duty) 1,521 1,681

Sale of Raw Materials (net of excise duty) 181 458

Export incentive 1,003 690

Other Operating Revenue 1,376 340

Total Other Operating Revenue 4,081 3,169


119

25 OTHER INCOME

` Lakhs



31 March, 2015

Dividend from investments - Gross

- Current Investments 55 63

Service Fees 620 524

Trade mark fees 752 626

Interest Income

- Interest from Inter Corporate Loans 21 41

- Others 151 128

Profit on Sale of Assets 27 52

Provision no longer required written back 251 239

Exchange Gain 58 165

Other Income 311 130


Total Other Income 2,418 2,242

26 COST OF MATERIALS CONSuMED

` Lakhs



31 March, 2015

Opening Stock of Raw materials 4,862 3,793

Add: Additions pursuant to merger (Refer Note 37) - 770

Add : Purchases 85,860 81,427

Less : Closing Stock 4,747 4,862


Total Raw Materials consumed 1,35,289 1,22,855

27 PuRCHASE OF STOCK-IN-TRADE

` Lakhs



31 March, 2015

Purchase of Traded goods 737 942


Total Goods Purchased 1,834 1,950


120

28 CHANGESININVENTORIESOFFINISHEDGOODS,WORK-IN-PROCESS&STOCK-IN-TRADE

` Lakhs



31 March, 2015

Inventories at the beginning of the year (A)

Finished goods 7,855 6,385

Work-in-process 2,253 2,131

Stock-in-Trade 212 165

10,320 8,681

Pursuant to merger(B)

Finished goods - 346

Work-in-process - 247

- 593

Inventories at the end of the year (C)

Finished goods 8,180 7,855

Work-in-process 2,682 2,253

Stock-in-Trade 178 212

11,040 10,320

Share in Joint Ventures (1,107) (291)

Total Changes in Inventories (A + B - C) (1,827) (1,337)

29 EMPLOYEE BENEFIT ExPENSES

` Lakhs



31 March, 2015

Salaries and wages 23,542 20,222

Staff welfare expenses 3,042 3,211

Contributions to Provident and other funds 2,070 2,149


Total Employee benefit expenses 34,651 30,747

30 FINANCE COSTS

` Lakhs



31 March, 2015

Interest expense

- Borrowings from Banks 2,993 3,332

- Borrowings from Institutions 220 -

- Fixed Deposits 51 121

- Borrowings from related party 21 13

- Others 35 59

Other borrowing costs 450 410

Net loss on foreign currency transactions and translation (to the extent considered as finance costs)

101 85


Total Finance Costs 4,493 4,612


121

31 OTHER ExPENSES

` Lakhs



31 March, 2015

Consumption of stores and spare parts 6,707 6,385

Power and Fuel 6,868 6,837

Rent 322 255

Repairs and Maintenance

- Buildings 479 394

- Plant and Machinery 2,463 2,643

- Others 1,180 1,119

Insurance 492 478

Directors’ Sitting Fees & Commission 145 152

Warranty 173 193

Royalty and Technical Fees 458 472

Travelling and Conveyance 1,896 1,808

Packing and Forwarding 3,764 3,603

Freight Outward 3,380 3,285

Net loss on foreign currency transactions and translation (other than considered as finance costs)

299 122

Professional Charges 2,276 1,817

Audit Fees (includes fees to subsidiaries’ auditors)

- statutory audit 69 60

- tax audit 8 12

- other services 30 38

Bad debts/Advances written off 43 3

Stocks Written Off 29 -

Advertisement and Sales Promotion 937 1,000

Commission and Discount 4,109 3,270

Provision for Doubtful debts/Advances 50 110

Rates and Taxes 411 402

Information system Infrastructure Expenses 663 769

Other marketing expenses 48 14

Loss on Sale of Assets 169 180

Donation 187 163

Bank Charges 55 54

Administrative Expenses 297 284

Miscellaneous Expenses 1,192 1,350


Total Other Expenses 47,713 44,775

The Company has incurred an amount of ` 226 Lakhs (` 234 Lakhs) towards CSR activities during the year ended 31 March, 2016.


122

32 CONTINGENT LIABILITIES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Letters of Credits & Guarantees issued by Bank 2,758 809

Bills discounted 2,984 2,562

Claims against the Group not acknowledged as debts 6,941 5,174


Capital Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advance)

2,508 1,138


Other Commitments

In respect of REVL, the levies and costs in connection with mutating / substituting the title in the revenue records pertaining to the immovable properties that stand vested with the Company pursuant to the merger, would be added to the cost of such properties upon actual payment.

33.a OPERATING LEASES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

The Group has operating lease agreements for office space and residential accommodation with option to renew with escalation.






37 52

Office Equipments and Cars are taken on lease for a period ranging from one year to five years and are renewable at the option of the Company.






684 369

Note: In respect of RML, the Company has taken vehicles under operating lease for a period of 48 months and the future minimum lease payments under non-cancellable operating lease for a period not later than 5 years amount to ` 100 Lakhs (` 134 Lakhs)


123

33.b FINANCE LEASES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Represents the finance lease of Rane Precision Die Casting, Inc. Acquired through Rane (Madras) International Holdings B.V (RMIH B.V). The details of the maturity profile of future Capital lease payments are furnished below:

a. Future minimum lease payments under Finance lease for each of the following periods:

-Not later than one year 311 -

-Later than one year and not later than five years 482 -

-Later than five years - -

793

Less: Future finance charges 50

Present value of minimum lease payments 743 -

b. Lease interest recognised in the Statement of Profit and Loss 49 -

34 WARRANTIES

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Balance at the beginning of the year 495 404

Add: Provision made during the year 154 255

Less: Provision used against claims settled during the year 82 164

Balance at the end of the year 567 495


35 SEGMENT REPORTING The Company holds strategic investments in subsidiaries, joint ventures and associate (collectively called “the Group”) all of which

operate in single segment viz., components for Transportation industry and also provides consultancy and others services to the Group.

36 ExCEPTIONAL ITEMS

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

Voluntary Retirement Scheme (VRS) (1,418) (474)

Profit on sale of land 2,754 4,459

Product recall - 189

1,336 4,174

In respect of RML, exceptional items represent amount paid to employees under Voluntary Retirement Scheme (VRS) amounting to ̀ 270 Lakhs (` 324 Lakhs)

In respect of REVL, exceptional items represents :a) Profit on sale of company’s surplus land near Chennai amounts to ` 2,754 Lakhs (net of selling expenses ` 21 Lakhs) (` 4,459 Lakhs

(net of selling expenses of ` 41 Lakhs)).b) Voluntary Retirement Scheme (VRS) expenditure in the nature of employee benefits paid to employees opted for VRS amounts to

` 1,005 Lakhs (` NIL)In respect of RTSS, exceptional items represents :

Voluntary Retirement Scheme (VRS) expenditure in the nature of employee benefits paid to employees opted for VRS amounts to ` 103 Lakhs (` 46 Lakhs)

In respect of RNSS, exceptional item represents :a) Voluntary Retirement Scheme (VRS) expenditure in the nature of employee benefits paid to employees opted for VRS amounts to

` 40 Lakhs (` 104 Lakhs)b) Reversal of provision towards claim on recall on settlement which was made in previous year ` 54 Lakhs.c) ` 135 Lakhs represents insurance claim made by the Company towards loss incurred in the prior years owing to recall of its products

because of certain quality issues. Based on the assessment made by the insurance company and upon receipt of confirmation, the same has been recognised in the previous year.


124

37. Note on Merger The Board of Directors of KML and REVL, at its respective meeting held on 20 May, 2014, approved a scheme of amalgamation of Kar

Mobiles Limited (KML), (the Transferor Company), with Rane Engine Valve Limited (REVL), (the Transferee Company / the Company), pursuant to sections 391 to 394 of the Companies Act, 1956 (Scheme) with the appointed date as 1 April, 2014. This scheme was sanctioned by the Honourable High Court of Judicature at Madras vide their Order dated 26 February, 2015, which was filed with the Registrar of Companies, Tamilnadu, Chennai on 1 April, 2015 (the Effective Date).

In accordance with the REVL Scheme:

i) The amalgamation has been accounted for under the “pooling of interest” method as prescribed by Accouunting Standard (AS-14) specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Accordingly, the assets, liabilities and reserves (including Profit & Loss account balances) of Kar Mobiles Limited as at 1 April, 2014 have been taken over at their book values and in the same form.

ii) Pursuant to the scheme, the Company is entitled to receive 6,21,368 equity shares of ` 10/- each of REVL in exchange for 8,87,669 equity shares of `10/- each held by the Company in KML as on the date of the Scheme. As at 31 March 2015, REVL has not allotted the equity shares to the Company and the same has been allotted to the Company on 4 May 2015.

38 Related party transactions Details of related parties:

Description of relationship Names of related parties 2015-2016

Names of related parties 2014-2015

Joint Ventures Rane TRW Steering Systems Pvt Limited (RTSS) Rane TRW Steering Systems Pvt Limited (RTSS)

Rane NSK Steering Systems Pvt Limited (RNSS) Rane NSK Steering Systems Pvt Limited (RNSS)

JMA Rane Marketing Limited (JMA Rane) JMA Rane Marketing Limited (JMA Rane)

Associate SasMos HET Technologies Limited SasMos HET Technologies Limited

Key Management Personnel (KMP) Mr. L Lakshman Mr. L Lakshman

Mr. L Ganesh Mr. L Ganesh

Relatives of KMP Mrs. Pushpa Lakshman Mrs. Pushpa Lakshman

Mr. Harish Lakshman Mr. Harish Lakshman

Mr. Vinay Lakshman Mr. Vinay Lakshman

Mrs. Meenakshi Ganesh Mrs. Meenakshi Ganesh

Mr. Aditya Ganesh Mr. Aditya Ganesh

Mrs. Aparna Ganesh Mrs. Aparna Ganesh

Mrs. Shanti Narayan Mrs. Shanti Narayan

Mrs. Hema C Kumar Mrs. Hema C Kumar

Mrs. Vanaja Aghoram Mrs. Vanaja Aghoram

Mr. L Lakshman(HUF) Mr. L Lakshman(HUF)

Mr. L Ganesh(HUF) Mr. L Ganesh(HUF)

Company in which KMP / Relatives of KMP can exercise significant influence

Rane Foundation Rane Foundation

Savithur Enterprises Private Limited Savithur Enterprises Private Limited

HL Hill Station Properties Private Limited HL Hill Station Properties Private Limited

RT Automotive Systems Private Limited RT Automotive Systems Private Limited

Note: Related parties relationship are as identified by the Management and relied upon by the auditors.


125

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126

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Det

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016


127

39 DISCLOSuRE AS PER AS 15 - EMPLOYEE BENEFITS (including subsidiaries and joint ventures) The group’s obligation towards the defined benefit plan of gratuity and leave encashment are as follows:-

` Lakhs

DescriptionAs at

31 March, 2016As at

31 March, 2015

(a) Defined Benefit Plan - Gratuity

Present value of obligation at the beginning of the year 5,075 3,499

Pursuant to merger (Refer Note 37) - 898

Interest cost 359 361

Current service cost 376 447

Benefits paid (1,000) (483)

Actuarial (gain)/loss on obligation 312 353

Present value of obligation as at the end of the year 5,122 5,075

Fair value of plan assets at the beginning of the year 3,766 3,060

Pursuant to merger (Refer Note 37) - 435

Expected return on plan assets 326 315

Contribution 922 446

Benefits paid (1,001) (483)

Actuarial (loss) / gain on plan assets 16 (7)

Fair value of plan assets at the end of the year 4,029 3,766

Amounts recognised in the Balance Sheet

Present value of obligation as at the end of the year 5,122 5,075

Fair value of plan assets at the end of the year 4,029 3,766

Funded status of the plan - liability 1,093 1,309

Amounts recognised in the Statement of Profit and Loss

Current service cost 376 447

Interest cost 359 361

Expected return on plan assets (326) (315)

Net actuarial (gain)/loss recognised in the year 296 360

Expenses recognised in the Statement of Profit and Loss 706 853

Enterprises’ best estimate of contribution during the next year 498 492

Principal actuarial assumptions as at Balance Sheet date

Discount rate 7.75% to 8.00% 7.80% to 8.00%

Salary escalation 4.50% to 8.00% 4.50% to 8.00%

Expected return on plan assets 8.00% to 9.00% 8.75% to 9.00%

Attrition rate 1.80% to 20.00% 2.83% to 8.00%

(b) Long Term Benefits - Compensated absences

Principal actuarial assumptions as at Balance Sheet date

Discount rates 7.80% to 9.10% 7.80% to 9.10%

Salary escalation 4.50% to 8.00% 4.50% to 8.00%

Attrition rate 1.80% to 8.00% 2.83% to 8.00%


128

40 DERIVATIVE INSTRuMENT AND uNHEDGED FOREIGN CuRRENCY ExPOSuRE Rane (Madras) Limited (RML), a subsidiary company uses derivative financial instruments such as forward contracts and option contracts

to limit the effects of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into forward contract and option contracts, where the counterparty is a bank.

I. The following derivative positions are open as at 31 March 2016.

(a) Forward exchange contracts and options (being derivative instruments), which are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the settlement date of certain payables and receivables.

(i) Outstanding forward exchange contracts entered into by the Company as on 31 March 2016

Currency Buy/Sell Amount in ` Cross Currency

JPY Buy 8,22,33,155 `

II. The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

Nature of Transaction

31 March, 2016 31 March, 2015

Receivable/ (Payable)

INR in Lakhs


FCY in Lakhs


INR in Lakhs


FCY in Lakhs

Loan Payable - USD (5,952) -$90.00 (4,526) -$73

Receivables - USD 3,288 $50 2,251 $36

Receivables - EUR 191 €3 194 €3

Loan Payable - EUR (66) -€1 (26) *

Payables - USD (584) -$9 512 $8

Payables - EUR (38) -€ 1 (37) -€ 1

Payables - YEN - - - ¥0

Payables - GBP (5) * - -

Advances - USD 47 $1 (87) -$1

Advances - EUR 59 € 1 - -

Advances - GBP 6 * - -

Advances - YEN - - (18) -¥34

* Amount is below the rounding off norm adopted by the Company


129

Rane Engine Valve Limited (REVL), a subsidiary company uses derivative financial instruments such as forward contracts and option contracts to limit the effects of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into forward contract and option contracts, where the counterparty is a bank.

The details of Derivative instrument outstanding’s and Unhedged Foreign Currency exposure in respect of REVL detailed below:-

S. No Purpose Nature Currency

31 March, 2016

31 March, 2015

31 March, 2016

31 March, 2015

FCY in Lakhs ` in Lakhs

1 Forward Currency Swap Outstanding

ECB Loan taken in USD 3,250,000 and swapped against INR

Cross Currency Swap INR - 2 - 110


Cross Currency Swap INR 4 18 158 788


Cross Currency Swap INR 16 28 831 1,496


Cross Currency Swap INR - 5 - 215

2 Payable in USD Currency Swap INR 18 21 1187 1,331

Receivable in USD Currency Swap INR 9 30 596 1,877

Receivable in EURO Currency Swap INR 1 2 90 149

Receivable in AUD Currency Swap INR

3 unhedged Foreign Currency Exposure

a) PCFC Loan in USD USD 7 9 490 543

b) PCFC Loan in EURO EURO - - - -

Buyer’s Credit in USD USD - 6 - 380

c) Outstanding Debtors USD 16 38 936 2,411

EURO 1 3 112 215

GBP - * 3 2

EEFC balance in USD USD 2 * 1 *

d) Outstanding Creditors - Goods USD 3 9 218 529

EURO * 2 3

GBP * 1 (1)

JPY 193 100

e) Outstanding Creditors - Expenses AUD * *

EURO * 29 19

USD 1 39

*Amount is below the rounding off norm adopted by the Company


130

In respect of subsidiary company Rane Brake Lining Limited (RBL), the category wise quantitative data about derivative instruments oustanding at the balance sheet date is given below :

S. No Particulars 31 March, 2016 31 March, 2015

I Foreign Currency Exposures that are directly hedged by a derivative instrument or otherwise

FCY in Lakhs

1 Receivables GBP - *

2 Payables JPY 912 209

3 Foreign Currency Loan DOLLAR - 4

JPY 298 223

II Foreign Currency Exposures that are not directly hedged by a derivative instrument or otherwise

4 Payables DOLLAR 1 -

EURO * *

JPY * 109

5 Receivables DOLLAR 5 4

EURO - 1

GBP - *

AUD - *

* Amount is below the rounding off norm adopted by the Company

Rane TRW Steering Systems Pvt Limited (RTSS), a Joint Venture company enters into foreign currency forward contracts as per its risk management policies and procedures to manage its exposure in foreign exchange rates. The counter party is generally a bank. Generally, RTSS takes forward contracts for a period of 6 months.

The following are outstanding Foreign Exchange Forward Contracts, which have been designated as Cash Flow Hedges

S No. Currency No. of

Contracts

31 March, 2016

No. of Contracts

31 March, 2015

Notional amount of

Forward Contracts FCY

in LakhsMTM Gain/(Loss)

` in Lakhs

Notional amount of

Forward Contracts

FCY in LakhsMTM Gain/(Loss)

` in Lakhs

1 USD 1 * * 1 * *

2 EURO 1 * * 1 * *

Outstanding forward exchange contracts entered into by the company as on 31 March, 2016

Currency Buy/Sell 31 March, 2016 31 March, 2015 Cross Currency

` in Lakhs ` in Lakhs

USD Buy 601 340 `

Euro Buy 470 535 `

GBP Buy - 11 `

Outstanding unhedged Receivable as on :

Currency 31 March, 2016 31 March, 2015

FCY ` in Lakhs FCY ` in Lakhs

USD 39,486 27 32,523 21

EUR 34,108 26 77,908 44

JPY - - 23,70,278 12

GBP 7,359 8 6,606 6

CHF - 3,366 2

61 85


131

Outstanding unhedged Payable as on:

Currency 31 March, 2016 31 March, 2015

FCY in Lakhs ` in Lakhs FCY in Lakhs ` in Lakhs

CHF - - 1,800 1

USD 2,01,058 134 1,02,557 64

EUR 5,75,369 431 93,861 63

GBP 2,319 2 791 1

JPY 45,20,915 25 18,59,162 10

RMB 3,167 0

593 139

*Amount is below the rounding off norm adopted by the Company

In respect of Rane NSK Steering Systems Pvt Limited (RNSS) the details of Derivative instrument outstanding’s and Unhedged Foreign Currency exposure in respect of RNSS detailed below:-

Purpose Nature Currency

31 March, 2016 31 March, 2015

FCY in Lakhs FCY in Lakhs

Hedge of Foreign currency loan Forward contract USD 1 -

JPY 783 -

THB 112 -

Hedge against exposure to variable interest Interest rate swaps USD 7 10



Purpose Currency

31 March, 2016 31 March, 2015

FCY in Lakhs ` in Lakhs FCY in Lakhs ` in Lakhs

unhedged Foreign Currency Exposure

Trade Payables USD 3 187 8 482

Trade Payables JPY 666 393 1,007 524

Trade Payables EURO 0 31 1 60

Trade Payables THB 114 214 28 54

Trade Receivable USD 0 25 - -

Advance USD 0 5 - -

Advance JPY 1 1 - -

Advance EURO 0 20 - -


132

41 Additional information as per Schedule III to the Companies Act, 2013

` Lakhs

Name of the entity

Net assets, i.e., total assets minus total liabilities Share of profit or loss

As % of consolidated

net assets Amount

As % of consolidated profit or loss Amount

Parent : Rane Holdings Limited 7% 13,059 54% 3,564

Subsidiaries

Indian

1. Rane (Madras) Limited 37% 69,279 19% 1,267

2. Rane Engine Valve Limited 16% 30,860 -19% (1,254)

3. Rane Brake Lining Limited 13% 25,443 39% 2,575

Foreign

1. Rane Holdings America Inc. 0% 75 0% 16

Minority Interests in all subsidiaries 19,090 -20% (1,326)

Associate (Investment as per the equity method)

Indian

1. SasMos HET Technologies Limited - 1,947 2% 112

Joint Ventures (as per proportionate consolidation)

Indian

1. Rane TRW Steering Systems Private Limited 11% 20,690 27% 1,794

2. Rane NSK Steering Systems Private Limited 10% 19,897 30% 1,941

3. JMA Rane Marketing Limited 1% 1,426 1% 74

Consolidation Adjustments 5% 8,896 -34% (2,208)

42 Earnings Per Share

Particulars Year ended 31 March, 2016

Year ended 31 March, 2015

Profit After Tax ` Lakhs 6,554 7,094

Weighted Average Number of Shares - Basic & Diluted 1,42,77,809 1,42,77,809

Earnings Per Share of ` 10/- each - Basic & Diluted 45.90 49.69

43 During the year, the application for renewal for Consent For Operations (CFO) under the pollution control regulations in one of the manufacturing plants of REVL located in the State of Telangana has been returned by the regulatory authority citing that industries located in the specified area were not issued CFO in the light of G.O.Ms.No.111 dated 08.03.1996. However, REVL is of the opinion that this does not impact the going concern status of REVL and its future operations. REVL has examined the matter and taken appropriate action to present its case that it is neither a polluting nor a potentially polluting industry before the pollution control authorities.

44 Long Term Settlement (LTS) with the workmen unions in the case of two of REVL’s plants had expired during the year and the new agreements are pending since these matters are being discussed. Hence, REVL has made suitable provisions in the financial statements based on its estimates of the expenditure. REVL believes that the provision made is sufficient to discharge the liability.

45 Previous year’s figure Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification /

disclosure.

Signatures to Notes 1 to 45For and on behalf of the Board







133

Form AOC-I(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries(Information in respect of each subsidiary to be presented with amounts in `)

` In Lakhs USD in Thousands

1. Sl. No. 1 2 3 4

2. Name of the subsidiary Rane (Madras) Ltd

Rane Engine Valve Ltd

Rane Brake Lining Ltd

Rane Holdings America Inc

3. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

USD

1US$ = ` 66.31

US$ INR

5. Share capital 1,874 672 791 20 10

6. Reserves & surplus 14,043 9,623 13,002 82 58

7. Total assets 70,148 30,935 25,588 147 98

8. Total Liabilities 54,231 20,640 11,795 45 30

9. Investments - 57 37 - -

10. Turnover 89,157 35,255 45,164 477 312

11. Profit before taxation 1,727 (1,766) 3,548 31 21

12. Provision for taxation 460 (512) 972 7 5

13. Profit after taxation 1,267 (1,254) 2,576 24 16

14. Proposed Dividend - - - - -

15. % of shareholding 56.31% 51.07% 46.09% 100.00%


134

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

` In Lakhs

Name of Associates/Joint Ventures Joint Venture Companies Associate Company

RaneTRWSteering Systems

Private Ltd

Rane NSK Steering Systems

Private Ltd

JMA Rane Marketing Ltd

SasMos HET Technologies Ltd

1. Latest audited Balance Sheet Date 31 March 2016 31 March 2016 31 March 2016 31 March 2016

2. Shares of Associate/Joint Ventures held by the company on the year end

Number of Shares 4,369,123 8,771,000 360,003 611,399

Amount of Investment in Associates/Joint Venture 2,332 1,012 36 1,719

Extend of Holding % 50.0% 49.0% 49.0% 45.2%

3. Description of how there is significant influence Note 1 Note 1 Note 1 Note 1

4. Reason why the associate/joint venture is not consolidated - - - -

5. Networth attributable to Shareholding as per latest audited Balance Sheet

11,587 6,346 951 482

6. Profit / Loss for the year

i. Considered in Consolidation 1,795 1,942 75 112

ii. Not Considered in Consolidation 1,795 2,021 78 136

Note 1 : There is significant influence due to percentage (%) of Share Capital.







NOTES

NOTES

TELANGANA

GUJARAT

Manufacturing Footprints

Rane (Madras) Limited

Rane Engine Valve Limited

Rane Brake Lining Limited

Rane TRW Steering Systems Private Limited

Rane NSK Steering Systems Private Limited

CIN: L35999TN1936PL2202“Maithri”, 132, Cathedral RoadChennai - 600086, IndiaPhone: +91 44 28112472 / 73Fax: +91 44 28112449www.rane.co.in

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